/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110706.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 6, 2011, Vol. 15, No. 185 Headlines 236 EGIDI: Voluntary Chapter 11 Case Summary 3270, LLC: Case Summary & 2 Largest Unsecured Creditors ALLBRITTON COMMS: S&P Affirms CCR at 'B'; Outlook Positive ALLEGIANCE HAWKS: Conversion to Chapter 7 Denied; Case Dismissed ALLEN ACQUISITIONS: Case Summary & 11 Largest Unsecured Creditors ALLEN FAMILY FOODS: Offers $200,000 in Executive Bonuses AMWINS GROUP: S&P Rates $60-Mil. Senior Secured Term Loan 'B' BASIC ENERGY: S&P Upgrades Corporate to 'B+'; Outlook Stable BLOCKBUSTER INC: U.S. Trustee Objects to Ex-Treasurer's Incentive BORDERS GROUP: Asks for Approval of Najafi's $450-Mil. Opening Bid BORDERS GROUP: Proposes to Assume Amended Source Interlink Pact BORDERS GROUP: Asks for OK of HarrisPort Termination Pact BORDERS GROUP: U.S. Trustee Objects to Fees Charged by Advisors BUFFETS INC: Chapter 11 Survivor Lowered by S&P to 'CCC' CAMBRIDGE COMMERCIAL: Lafayette Ambassador Bank Wins Stay Relief CARDINAL FASTENER: Case Summary & 20 Largest Unsecured Creditors CARSON RIVER: Case Summary & 9 Largest Unsecured Creditors CB HOLDING: To Auction Liquor Licenses Next Week CENTURY ALUMINUM: S&P Affirms 'B' Corporate Credit Rating CHAPMAN ROAD: Voluntary Chapter 11 Case Summary CHICAGO KITCHEN: Case Summary & 20 Largest Unsecured Creditors CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary COTTON 303: Court Dismisses Chapter 11 Bankruptcy Case CLUB VENTURES: Disclosure Statement Hearing Set for Aug. 3 CLUB VENTURES: Committee's Challenge Period Expires July 11 CONE INVESTMENT: Case Summary & 6 Largest Unsecured Creditors CT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors CWL INVESTMENT: Voluntary Chapter 11 Case Summary DBI HOUSING: Case Summary & 19 Largest Unsecured Creditors DEB SHOPS: Has Interim Loan and July 21 Bid Hearing DEBORAH HEART: Fitch Affirms Rev. Bonds at 'B'; Outlook Stable DELTA AIR: Offers Investor Update For June 2011 Quarter DELTA AIR: Releases 2010 Corporate Responsibility Report DELTA AIR: ACLJ Concerned With Delta-Saudi Arabia Alliance D.R. HORTON: Fitch Affirms 'BB' Issuer Default Rating EDISON MISSION: Fitch Downgrades Long-Term IDR to 'B-' EMERALD LAKES: Case Summary & 12 Largest Unsecured Creditors EXIDE TECHNOLOGIES: Has Deal to Settle Agere Claim FAITH CHRISTIAN: Court Approves Charles Wynn as Bankruptcy Counsel FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative FISHER ISLAND: Greenberg Traurig Okayed as Counsel for Examiner FISHER ISLAND: Examiner Has OK for Mesirow Financial as Advisor FORTUNE LENDING: Case Summary & 3 Largest Unsecured Creditors FPL ENERGY: S&P Cuts Rating on $365MM Sr. Secured Bonds to 'BB' FPL ENERGY: S&P Lowers Rating on $380MM Sr. Secured Bonds to 'B' GEORGES MARCIANO: Guess? Founder's Suit v. IRS Dismissed GIBBS INVESTMENT: Case Summary & 3 Largest Unsecured Creditors GLAZIER GROUP: Seeks Approval of D'Arrigo Settlement Agreement GOLD HILL: Taps Keith Corporation as Marketing Agent GOLD HILL: Taps Robert Palmer as Tax Accountant GP WEST: Court Prohibits Cash Collateral Use Until July 7 GP WEST: Sec. 341 Creditors' Meeting Set for July 15 GREAT ATLANTIC & PACIFIC: New Supply Deal With C&S Approved GREENWOOD ESTATES: Court Dismisses Reorganization Case GRUPO TMM: Salles Sainz-Grant Thornton Raises Going Concern Doubt HARRINGTON WEST: Plan Confirmation Hearing on Sept. 14 HARRY & DAVID: Sets Aug. 11 Reorganization Plan Confirmation HEARUSA INC: Court OKs Duff & Phelps as Committee Advisors HELIPLANE AIRCRAFT: Case Summary & 14 Largest Unsecured Creditors HFG MAGTEX: Voluntary Chapter 11 Case Summary HINGHAM CAMPUS: Alvarez & Marsal's Rundell to Serve as CRO HINGHAM CAMPUS: Taps Epiq as Claims and Noticing Agent HINGHAM CAMPUS: Hires DLA Piper as Bankruptcy Counsel HINGHAM CAMPUS: Hires Houlihan Lokey as Investment Banker HUBBARD PROPERTIES: Committee Can Hire Hill Ward as Counsel HUBBARD PROPERTIES: Taps Buzbee Law Firm on BP Oil Spill Claim HUBBARD PROPERTIES: Trustee Wants Request for Accountant Denied HUDSON PRODUCTS: S&P Revises Outlook on 'B-' Rating to Negative IMUA BLUEHEN: O'Connor Playdon to Serve as General Counsel IMUA BLUEHENS: To File Schedules and Statement by July 18 IMUA BLUEHENS: Has Interim OK to Use Greenwich Collateral JACKSON TRUCK: Case Summary & 4 Largest Unsecured Creditors JOHN BLEAKLEY: Case Summary & 20 Largest Unsecured Creditors KT SPEARS: Okin Adams Approved to Handle Reorganization Case LA FUENTE: Voluntary Chapter 11 Case Summary LAMBUTH UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors LBCP DEVELOPMENT: Voluntary Chapter 11 Case Summary LEE'S FAMOUS RECIPES: Franchiser Files for Chapter 11 LEGACY AT JORDAN: Judge Doub Dismisses Chapter 11 Case LEHMAN BROTHERS: BofA Moving Quick to Reverse $500MM Judgment LEHMAN BROTHERS: Wins OK of Settlement With 1107 Broadway LEHMAN BROTHERS: Wins Approval to Sell Loans to Metlife Bank LEHMAN BROTHERS: LCPI Settles Claims Against Latshaw Drilling LEHMAN BROTHERS: Wins OK to Terminate SASCO 2008-C2 Securitization LEHMAN BROTHERS: BTMU Objects to Settlement With ANZ LENOX 126: Sec. 341 Meeting of Creditors Today LENOX 126: Wants Access to Griffon Heights' Cash Collateral LINDEN PONDS: Taps North Shores Consulting as Bond Consultant LINDEN PONDS: Schedules Filing Deadline Extended Until Oct. 12 LINDEN PONDS: Employs Whiteford Taylor as Bankruptcy Counsel LINDEN PONDS: Hiring McGuire Craddock as Local Counsel LITTLE REST: Creditor Oxana Adler Withdraws Involuntary Petition LV KAPOLEI: Taps Carlsmith Ball to Aid in Declaration Enforcement MAINSTAY FUNDS: Plans to Liquidate 130/130 Grow Fund MAJESTIC TOWERS: SulmeyerKupetz, P.C. OK'd as Bankruptcy Counsel MARYLAND PAVING: Voluntary Chapter 11 Case Summary MBIA INC: New York Court Reinstates Bank Lawsuit MICHIGAN TECH: S&P Affirms 'BB+' Rating on Series 2006 Bonds MILLENNIUM GLOBAL: Seeks Recognition of Bermuda Liquidation MINNESOTA: Gov't Operations Closed Amid Budget Talks Impasse MMFX CANADIAN: Court Approves BAI as Investment Advisor MMK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors MONTE BELLO: Case Summary & 2 Largest Unsecured Creditors MSR RESORT: Plan Filing Deadline Extended to Sept. 29 NEBRASKA BOOK: Final Hearing on DIP Loan Request Set for July 21 NEBRASKA BOOK: Can Use Cash Collateral Until July 21 NEWLEAD HOLDINGS: PwC S.A. Raises Going Concern Doubt NNN 2400: Obtains Approval of Stipulation with Lender NORTEL NETWORKS: Seeks to Expand Retention of Ernst & Young NOT JUST TRUCKING: Voluntary Chapter 11 Case Summary NXT ENERGY: KPMG LLP Raises Going Concern Doubt OFFSHORE WARRIORS: U.S. Trustee Wants Case Dismissed or Converted OLD MILL: Case Summary & 3 Largest Unsecured Creditors OLEANDER GARDENS: Case Summary & 2 Largest Unsecured Creditors ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary PARKWAY PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors PAULINE STONE: Voluntary Chapter 11 Case Summary PHILLIPS RENTAL: Interim Access to Cash Collateral Expires July 29 PJ FINANCE: Has Until Oct. 3 to Assume or Reject Leases PLATINUM PROPERTIES: Court Set to Enter Cash Collateral Order PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'BB+' REDAN HAIRSTON: Case Summary & 4 Largest Unsecured Creditors REITTER CORP: Luis R. Carrasquillo Approved as Accountant RENO REDV'T: S&P Lowers Rating on Tax Increment Bonds to 'BB' REPICEL LIFE: RepliCel Life Posts C$897,300 Net Loss in Q1 2011 RESERVE DEVELOPMENT: Court Yet to Rule on Dismissal Motion RIO RANCHO: Had Until June 30 to Use Cash Collateral ROUND TABLE: Hearing on Motion to Appoint Examiner on July 13 SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors SCOVILL FASTENERS: New Trustee Promptly Files Conversion Plea SEACOR HOLDINGS: S&P Lowers CCR to 'BB+' on Weak Credit Metrics SEARCHMEDIA HOLDINGS: Marcum Bernstein Raises Going Concern Doubt SEMINOLE TRIBE OF FLORIDA: Fitch Affirms 'BB+' Rating on Bonds SENECA LANDING: Case Summary & Largest Unsecured Creditor SHERWOOD BRANDS: Case Summary & Largest Unsecured Creditor SIGNATURE STYLES: Creditors of Win Sale Changes SONYA, LLC: Case Summary & 16 Largest Unsecured Creditors SOUTH OF THE STADIUM: Taps Richard Ward as Counsel SOUTH OF THE STADIUM: Files Schedules of Assets And Liabilities SOUTH GATE: S&P Lifts Rating on Pension Obligation Bonds to BB+ STALLION OILFIELD: S&P Affirms 'B-' Corporate Credit Rating STEPHEN BRASWELL: Case Summary & 20 Largest Unsecured Creditors STEWART & STEVENSON: S&P Raises CCR to 'B' on Improved Demand TARYAG REALTY: Voluntary Chapter 11 Case Summary TERRESTAR NETWORKS: Hearing on Hughes Settlement Set for July 18 TRIBUNE CO: Judge Gross Named Mediator in ERISA-Related Claims TRIBUNE CO: Removal Period Extended to Dec. 30 TRIBUNE CO: Deutsche Bank Files LBO-Related Suits in State Courts TRIBUNE CO: Retirees File State Law Fraud Suits for $109-Mil. UNIVERSAL CITY: S&P Keeps 'BB-' Corporate Credit Rating on Watch VALASSIS COMMUNICATIONS: S&P Retains 'BB-' Corp. Credit Rating VALLEY VEHICLE: Case Summary & 6 Largest Unsecured Creditors VEGAS PLAZA: Case Summary & 9 Largest Unsecured Creditors VEY FINANCE: Taps Patrick Tuttle And Re/Max as Realtors VITRO SAB: Packaging Unit Files for Ch. 15, Bankruptcy in Mexico VITRO SAB: U.S. Units Seek Exclusivity Until Oct. 2 VITRO SAB: Can't Use Insider Votes for Cram Down WEST PACES: Case Summary & 11 Largest Unsecured Creditors WEST PENN: S&P Keeps 'B+' Rating on $748-Mil. Fixed-Rate Bonds WESTCLIFF MEDICAL: Seeks to File Chapter 11 Plan Until Aug. 12 WILLIAM SWITZER: Chapter 15 Case Recognized as Foreign Proceeding WOLF MOUNTAIN: To Employ Kirton & McConkie as Litigation Counsel W.R. GRACE: Asks for OK of Massachusetts NRD Settlement * State Suit Valid Exercise of Police, Regulatory Powers * Dismissal Not Allowed for Debtor's Own Mistake * Short-Term Debt Isn't Stretched to Long-Term in Chapter 13 * Couple Asks Ninth Circuit Court to Rule on Gay-Marriage Ban * To Bank's Consternation, Trump Reaps Windfall in Kluge Downfall * Centerbridge Has $4.4-Bil. for 2nd Restructuring Fund * Upcoming Meetings, Conferences and Seminars ********* 236 EGIDI: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 236 Egidi Drive, LLC 236 Egidi Drive Wheeling, IL 60090 Bankruptcy Case No.: 11-27728 Chapter 11 Petition Date: July 2, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Karen J. Porter, Esq. PORTER LAW NETWORK 230 West Monroe, Suite 240 Chicago, IL 60606 Tel: (312) 372-4400 Fax: (312) 372-4160 E-mail: kjplawnet@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Andrzej Powroznik, member. 3270, LLC: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------- Debtor: 3270, LLC 1040 1st Avenue, #252 New York, NY 10022 Bankruptcy Case No.: 11-02020 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court District of Idaho (Boise) Debtor's Counsel: Matthew Todd Christensen, Esq. ANGSTMAN, JOHNSON & ASSOCIATES, PLLC 3649 N. Lakeharbor Lane Boise, ID 83703 Tel: (208) 384-8588 Fax: (208) 853-0117 E-mail: mtc@angstman.com Scheduled Assets: $1,200,000 Scheduled Debts: $1,514,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/idb11-02020.pdf The petition was signed by Ken Sato, manager. ALLBRITTON COMMS: S&P Affirms CCR at 'B'; Outlook Positive ---------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Arlington, Va.-based Allbritton Communications Co. to positive from stable. "At the same time, we affirmed our ratings on the company, including the 'B' corporate credit rating," S&P said. "The outlook revision to positive reflects the company's recent leverage reduction and our expectation of continuing gradual progress as a result of EBITDA growth and lower revolving credit borrowings, despite the resumption of distributions to its parent. Our 'B' rating on Allbritton reflects the company's still-high debt leverage, earnings and cash flow concentration from a small TV station portfolio, and a track record of shareholder- favoring financial policies," S&P related. Allbritton owns and operates a modest-size TV station portfolio covering one large and five midsize markets ranked from No. 9 to No. 66, reaching about 5% of U.S. TV households. In the six months ended March 31, 2011, Allbritton's revenue rose 2% and EBITDA fell 7% year over year because lower issue-oriented ad revenue partly offset the benefit of political advertising and higher retransmission fees, and operating expenses increased faster than revenue because of higher headcount and more difficult comparisons. The EBITDA margin remained strong at 41% for the 12 months ended March 31, 2011, unchanged from the year-ago period. "Our base-case scenario for fiscal 2011 (ending Sept. 30, 2011) assumes that revenue will decline in the low-single-digit percent area on lower political and core ad revenue," S&P related. "We expect the EBITDA margin to deteriorate slightly in 2011 as the benefit of cost cuts taken in 2009 runs off," said Standard & Poor's credit analyst Deborah Kinzer. "We also believe that the EBITDA margin will remain under pressure over the intermediate term, in view of our expectation that the company will be required to pay a portion of its retransmission fees to ABC after the next affiliation agreement renewal in December 2012." "The positive rating outlook reflects our expectation that in the absence of debt-financed distributions, Allbritton will be able to maintain lease-adjusted debt to EBITDA of less than 6.5x throughout the election cycle. We could raise the rating if the company continues reducing its revolving credit borrowings and keeps its distributions to the parent within the scope of its discretionary cash flow. On the other hand, we could change the outlook back to stable if the company increases its revolver usage to fund parent distributions, particularly when cash flow is at a cyclical low in a nonelection year," S&P stated. ALLEGIANCE HAWKS: Conversion to Chapter 7 Denied; Case Dismissed ---------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas dismissed the Chapter 11 cases of Allegiance Commercial Development, L.P., and Allegiance Hawks Creek Commercial, L.P. The Court denied the Debtors' motion to convert their case to Chapter 7 of the Bankruptcy Code. In their motion, the Debtors related that they were unable to confirm a plan of reorganization, however, they believe certain assets exist which can be liquidated for the benefit of the creditors of the bankruptcy estates. The Debtors were represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Allegiance Hawks Dallas, Texas-based Allegiance Commercial Development, L.P., and Allegiance Hawks Creek Commercial, L.P., are commercial real estate developers and each are in the business of owning, developing, operating, leasing and selling their pieces of real property, which constitute a project known as Hawks Creek Commercial Shopping Center located at Westworth Village, Tarrant County, Texas. ACD and AHCC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case Nos. 10-43853 and 10-43855) on Nov. 1, 2010. In its schedules, AHCC disclosed $15,781,966 in assets and $20,548,132 in liabilities. No official committees have been appointed in the case. ALLEN ACQUISITIONS: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Allen Acquisitions Ltd. 34 La Jolla Circle Montgomery, TX 77356 Bankruptcy Case No.: 11-35588 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: brogers@ralaw.net Scheduled Assets: $3,740,000 Scheduled Debts: $3,979,298 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-35588.pdf The petition was signed by Warren Gallant, member, general partner. ALLEN FAMILY FOODS: Offers $200,000 in Executive Bonuses -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although it has lined up a buyer for most of its assets, Allen Family Foods Inc. is asking the bankruptcy judge to approve $200,000 in incentive bonuses for 10 executives and managers. Allen is asking the bankruptcy court to approve the bonuses at a July 15 hearing. If approved, an unnamed top-level executive would receive a $50,000 bonus upon completion of the contract already in hand. If there is a higher bid, the bonus would increase to $65,000. If the remaining assets are sold or there is a confirmed Chapter 11 plan, the total bonus would rise to $75,000. Allen also proposes to give nine other managers bonuses ranging from $5,000 to $50,000, with the total not exceeding $125,000, if a sale is completed. About Allen Family Foods Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry company. Allen Family Foods, along with two affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11- 11764) on June 9, 2011. It estimated assets and liabilities between $50 million and $100 million in its petition. Affiliates that filed separate Chapter 11 petitions are Allen's Hatchery Inc. and JCR Enterprises Inc. Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. BMO Capital Markets is the Debtors' investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC, serve as counsel for the official committee of unsecured creditors. J.H. Cohn LLP serves as the Committee's financial advisor. Montaire Farms of Delaware Inc.'s Seaford Milling Company will open an auction for Allen Family's assets on July 25, 2011. Absent higher and better offers, Seaford Milling is under contract to buy the assets for $30 million plus inventory in an amount not to exceed $38 million, including assumption of very limited liabilities. AMWINS GROUP: S&P Rates $60-Mil. Senior Secured Term Loan 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' senior debt rating on AmWINS Group Inc.'s planned $60 million incremental first-lien senior secured term loan due June 2013. "The recovery rating is '3', indicating our expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. Standard & Poor's also said that it affirmed its 'B' counterparty credit rating on AmWINS and all existing debt and recovery ratings. The outlook remains stable," S&P stated. AmWINS' will make its borrowings under the $60 million incremental term loan through an accordion feature on the company's existing first-lien credit facility. The incremental term loan will stand pari passu with the existing credit facility, and its pricing will be LIBOR plus 425 basis points (bps). In addition, as part of the incremental term loan's lender agreement, pricing on the company's existing first-lien debt ($281 million as of the second quarter of 2011) was amended to LIBOR plus 425 bps from LIBOR plus 250 bps. The company plans to ultimately use the proceeds of the new debt issuance for acquisition purposes, likely during the second half of this year. "We don't believe that the new debt issuance will alter the company's debt servicing capabilities materially, and the company's credit profile remains within our expectations for the ratings," said Standard & Poor's credit analyst Julie Herman. The company has said that until any acquisition is executed, it will use more than half of the debt proceeds to pay down the balance outstanding ($38 million as of June 2011) on its $50 million revolving credit line, resulting in only a modest 5% increase in debt load. In light of the incremental issuance to fund acquisitions, Standard & Poor's believes that AmWINS will likely deploy up to $60 million in cash toward acquisitions during the remainder of the year, using cash on the balance sheet and retapping its revolver. "Our rating affirmations and outlook incorporate our expectation that any such acquisitions will enhance the company's business profile and be accretive to its overall earnings," said Ms. Herman. Standard & Poor's also expect that the company's credit metrics following any such acquisition activity will remain within its stated expectations. The counterparty credit rating on AmWINS reflects the company's limited financial flexibility, resulting from its highly leveraged capital structure. The company faces earnings volatility because of its susceptibility to underwriting, pricing, and economic cycles. AmWINS also faces integration and execution risks in its growth-by-acquisition strategy. Offsetting these negative factors is the company's enhanced competitive position following the acquisitions of Colemont in April 2010, Beacon Risk Strategies in May 2008, American Equity Underwriters Inc. in second-quarter 2007, and Stewart Smith Group in April 2005. In addition to its niche expertise in the excess and surplus market, the company differentiates itself from its peers through its increasingly diverse revenue base in its specialty underwriting and group benefits divisions. "For 2011, we expect that AmWINS will maintain favorable performance, with overall organic growth in the positive low single digit, and sustain margins at above 20%," said Ms. Herman. EBITDA should increase to more than $90 million due to continued core earnings growth, annualized earnings from Colemont, and the recent acquisition of American Southwest Insurance Managers Inc. Standard & Poor's also expect that the company will generate healthy cash flows from operations, maintain a minimum of $15 million of unrestricted cash on its balance sheet, and remain fully compliant with its restrictive covenants. "If at any point during 2011, AmWINS appears to be underperforming relative to our performance, debt servicing, cash flow, and covenant expectations, we will consider lowering the ratings," said Ms. Herman. The ratings will particularly come under pressure if underperformance results from financial management that is more aggressive than expected, loss of market share to competitors, or poor execution regarding management's acquisition strategy. On the other hand, Standard & Poor's will consider raising the ratings if the company significantly exceeds our performance expectations. BASIC ENERGY: S&P Upgrades Corporate to 'B+'; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Midland, Texas-based Basic Energy Services to 'B+' from 'B'. "We also raised the issue rating on Basic's unsecured notes to 'B' from 'B-'. The recovery rating remains '5'", S&P stated. "The outlook is stable and reflects our expectation that Basic will maintain operating and financial performance consistent with recent quarters," S&P related. "The rating action follows the strong performance of Basic in the oilfield services sector recently and our expectation that the well completion and servicing segments will not significantly recede from its recent gains over the next year," said Standard & Poor's credit analyst Patrick Y. Lee. The ratings on Basic Energy Services Inc. reflect what Standard & Poor's classifies as Basic's highly leveraged financial risk profile and weak business risk profile. The company operates in the highly cyclical and competitive U.S. oilfield services market, which can be indirectly exposed to volatile hydrocarbon prices, causing negative 70% swings in EBITDA in a single quarter. "Because of the extreme volatility in the industry, Basic only recently in the past year had leverage as high as 9x, but we expect leverage will decrease potentially to less than 3x by year- end as margins remain solid. The ratings also reflect Basic's competitive position in the workover rig segment and a leading market position in oil-prone areas such as the Permian Basin, where services activity remains strong, which provides support against the continuing softness in gas-related workover activity," S&P stated. "The stable outlook reflects improvements in utilization and margins that contributed to Basic's stronger performance over the past few quarters and our expectation that these gains will not significantly recede in the next year. We could take a negative rating action if operating and financial performance deteriorate, causing credit metrics to weaken, including adjusted debt to EBITDA rising above 4.5x. For that to occur, the first-quarter 2011 annualized EBITDA would have to decline by about 30%. We deem the likelihood of that over the next year to be modest based on our view of the land-based drilling, completion, and workover segments. We would consider an upgrade if we believe that the softness in natural gas activities will not materially affect Basic's financial performance and that the company can absorb an EBITDA decrease of about 25% and maintain leverage below 3.0x on a sustained basis," S&P related. BLOCKBUSTER INC: U.S. Trustee Objects to Ex-Treasurer's Incentive ----------------------------------------------------------------- BankruptcyData.com reports that the U.S. Trustee assigned to the Blockbuster case filed with the U.S. Bankruptcy Court an objection to Blockbuster Inc.'s motion to pay certain limited incentive compensation to the Company's sole remaining employee, who is the former treasurer of Blockbuster and current controller and senior vice president of tax. According to the U.S. Trustee, the Debtors have failed to meet their evidentiary burden of proof to show that the proposed bonus payments comply with Sections 503(c) and 363 of the Bankruptcy Code. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. The Bank of New York Trust Company, N.A., as trustee under that certain indenture, dated as of Aug. 20, 2004, with respect to the 9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc., is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP. The Ad Hoc Studio Committee of Blockbuster Inc. et al. is represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP. Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement providing for the sale of substantially all of their assets or the proceeds of those assets to a newly formed entity named Cobalt Video Holdco LLC. For purposes of entering into the Purchase Agreement, the Purchaser was established by Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management, LLC, and Varde Partners, Inc. who collectively hold more than 50% of the Senior Secured Notes and each of which is a member of the Steering Committee. Cobalt Video Holdco LLC, the stalking horse purchaser, was represented by Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The auction was held earlier in April and Dish Network Corp. won with an offer having a gross value of $320 million. BORDERS GROUP: Asks for Approval of Najafi's $450-Mil. Opening Bid ------------------------------------------------------------------ Borders Group, Inc. and its debtor affiliates ask Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of substantially all of their assets, free and clear of all liens, claims, encumbrances and interests to BB Brands, LLC, as stalking horse bidder, for $450 million, subject to better and higher bids. In connection with the proposed sale, the Debtors ask the Court to approve uniform procedures to govern the bidding, auction and sale of their assets. The Debtors relate that because the Stalking Horse Bid includes options for a going concern sale and a liquidation, bids will be solicited for one or both of a going concern sale and liquidation. Accordingly, the Debtors seek permission from the Court to proceed with a going concern sale and a liquidation on a dual track basis. Stalking Horse Bid David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, tells the Court that the proposed Stalking Horse Bid represents the highest and best offer available to the Debtors. The proposed sale to the Stalking Horse Bidder, he asserts, would provide the Debtors' estates and creditors significant benefits, which include (i) $215 million in cash, (ii) the assumption of $220 million of liabilities, and (iii) a commitment to provide $15 million of funding to wind up the Debtors' Chapter 11 cases. The Debtors, together with investment banker Jefferies & Company, Inc., undertook efforts since the Petition Date to market some or all of their assets. The Debtors ultimately received five non- binding indications of interest, two of which were for the majority of the Debtors' assets. It included an offer from the Najafi Companies, whereby BB Brands, a wholly owned subsidiary of Najafi affiliate Direct Brands, Inc., would purchase a majority of the Debtors' assets on a going concern basis. Accordingly, on June 30, 2011, the Debtors and BB Brands negotiated an asset purchase agreement for the sale of the Debtors' business and assets. BB Brands' parent company, Direct Brands, a direct marketer, owns the Book of the Month Club business, which offers substantial synergies and cost savings for a business combination, Mr. Friedman cites. If BB Brands purchases Borders' assets and liabilities as a going concern, the Debtors will continue in business as a retailer and thousands of jobs will be saved, Mr. Friedman notes. "At this time, however, there is no guarantee that the Stalking Horse Bidder will proceed with a going concern acquisition for the Debtors' business." The Stalking Horse Bid is subject to minimal closing conditions, including approval under the Hart-Scott-Rodino Act. It is not subject to financing, due diligence or material adverse change conditions. Nonetheless, as required by the Debtors' DIP Credit Agreement, the Debtors have arranged for a back-up bid for a liquidation of substantially all of their assets from a consortium of a nationally recognized liquidation firms that will be consummated if the Stalking Horse Bid fails to close. The back-up Bidder's offer will remain open through July 29, 2011, the projected closing date of the Stalking Horse Bid. The principal terms of the Stalking Horse Bid are: (A) The Stalking Horse Bidder will purchase substantially all of the Debtors' assets, other than certain "excluded assets." (B) The purchase price is composed of (i) $215,100,000 in cash and (ii) plus the assumption of certain liabilities. (C) The Stalking Horse Bidder will tender a deposit of $15 million. (D) At the Closing, the Stalking Horse Bidder will deposit an additional $7,500,000 with an escrow agent. The funds will be available to the Debtors if the Debtors have insufficient assets to pay allowed administrative expenses and allowed priority tax claims pursuant to Sections 503(b) and 507(a)(8) of the Bankruptcy Code. Any payments from the Escrow will be deemed to be an increase to the purchase price. (E) The Closing of the sale transaction is scheduled to occur on or before July 29, 2011, but will be no later than August 5, 2011. (F) The Stalking Horse Bidder will have the right to designate which leases and contracts of the Debtors are to be rejected or assumed and assigned to it, subject to applicable designation deadlines. The Stalking Horse Bidder is responsible for all cure costs under assumed leases and contracts. An agent will conduct going out of business store closing sales or "GOB SCSs" for inventory and other items at certain store locations as set forth in an agency agreement to be entered into on or before July 22, 2011. (G) The Excluded Assets include (i) real property leases and contracts to be designated by the Stalking Horse Bidder for assumption and assignment, (ii) equipment and improvements in transferred stores and distribution centers, (iii) intellectual property, (iv) inventory other than inventory in stores for which the leases are not being assumed and assigned to the Stalking Horse Bidder, (v) accounts receivable from sales of inventory, (vi) the Debtors' equity interest in Kobo, Inc., (vii) goodwill of the Debtors, (viii) books, records, files, including customer lists, (ix) cash, (x) rights to direct the disposition of inventory at Store Closing Locations and receive the related proceeds, and (xi) foreign franchisor rights. (H) The Assumed Liabilities are liabilities for: (i) assumed Real Property Leases and Contracts and related cure costs, (ii) gift cards, (iii) loyalty programs, in the event of a going concern transaction, (iv) inventory returns after closing, (v) certain employment benefits and other obligations in respect of employees of Debtors that become employees of the Stalking Horse Bidder, (vi) accrued and unpaid real property, personal property, sales and use taxes, (vii) postpetition trade and accounts payable, and (viii) certain letters of credit of the Debtors and (ix) costs and liabilities relating to the wind down of the Debtors' estates; provided that certain of the Wind Down Obligations assumed by the Stalking Horse Bidder, including Wind Down Obligations for professional fees, court costs and other costs in connection with the bankruptcy cases, will be subject to a maximum of $15 million. (I) On or before July 14, 2011, the Stalking Horse Bidder will deliver an executed commitment from Direct Brands, Inc. to provide equity financing to the Stalking Horse Bidder in an amount reasonably satisfactory to the Debtors and one or more other commitments for additional financing necessary to permit the Stalking Horse Bidder to pay the Purchase Price and perform all of its other obligations. (J) If the Purchase Agreement is terminated for any reason other than mutual agreement or default of the Stalking Horse Bidder, the Debtors will pay to the Buyer $6,450,000 as liquidated damages with respect to any claims the Buyer may have against the Sellers. The break-up fee is approximately 3% of the cash consideration and 1.5% of the total transaction value. The Stalking Horse Bidder does not seek a separate expense reimbursement. A full-text copy of the Purchase Agreement is available for free at http://bankrupt.com/misc/Borders_BBPurchaseAgreement.pdf Back-Up Full Chain Liquidation Bid Simultaneous with their solicitation for going concern bids, the Debtors solicited bids for a Full Chain Liquidation to serve as a back-up to the Stalking Horse Bid. On or about June 30, 2011, the Debtors entered into an agency agreement with a joint venture consisting of Hilco Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Great American Group, LLC, as a back-up to the Stalking Horse Bid, which, if closed, would provide for a Full Chain Liquidation. Borders Senior Vice President for Restructuring Holly Felder Etlin disclosed that the Debtors extensively negotiated the terms of the Joint Venture's bid and succeeded in increasing the guaranteed amount to 72%, which the Debtors will bring at least $252 million and as much as $284 million into the estates, plus 50% of the proceeds above the guaranteed amount and funding of expenses. Pursuant to the Agency Agreement, the Liquidating Agent will have the right to conduct the Store Closing Sales commencing the day after entry of the order approving the SCSs, which the Debtors seek to obtain on or before July 22 to comply with the DIP Credit Agreement deadlines. The Liquidating Agent will sell the furniture, fixtures and equipment located at the Debtors' headquarters, Newsstand Inventory and Cafe/Candy Inventory located at the Closing Stores, in exchange for a fee of 20% of the net proceeds from those sales. The Closing Stores will consist of up to 399 stores, a list of which is available for free at: http://bankrupt.com/misc/Borders_June24ClosingStoresList.pdf The SCSs will continue until various dates depending on certain contractual deadlines or the Debtors' lease rejection deadline at the applicable Stores; provided, however, that under certain circumstances, the Liquidating Agent may terminate the sales at certain Closing Stores prior to that date. The SCSs will be conducted in accordance with the sale guidelines substantially the same guidelines as those approved by the Court in connection with the Phase I SCSs, except that the Agent may characterize the Sales as going-out-of-business or total liquidation sales. A full-text copy of the Agency Agreement is available for free at http://bankrupt.com/misc/Borders_JVAgencyAgreement.pdf Bidding Procedures The Debtors seek to implement these bidding procedures to maximize the value of their business and assets, while ensuring that they comply with the deadlines in the DIP Credit Facility. (1) The Debtors will consider these types of offers for a sale transaction: * Going Concern Sale -- Offers for a sale, in one or a series of related transactions, of a substantial portion of the business of the Debtors as a going concern, which sale may include a liquidation of a portion of the assets acquired under Section 363 of the Bankruptcy Code with respect to the Debtors or all or any substantial portion of the assets of the Debtors. * Full Chain Liquidation -- Offers for a liquidation, in one or a series of related transactions, of each store location of the Debtors not subject to a Going Concern Sale, referred to as GC Sale and a sale of any or substantially all of the assets of the Debtors not subject to a GC Sale. * Remainder Chain Liquidation -- Offers for a liquidation, in one or a series of related transactions, of (x) substantially the entire chain of store locations of the Debtors and substantially all of the inventory of the Debtors, and furniture, fixtures and equipment, and (y) substantially all of the other assets of the Debtors, which in each case, may include the sale of any of the Debtors' assets, including its inventory, furniture, fixtures and equipment, intellectual property, leases and substantially all other assets of the Credit Parties, as well as the assumption and assignment of executory contracts and unexpired leases. The Sale will be pursuant to the Purchase Agreement and the Agency Agreement, the forms of which will be subject to approval by the Court at the Sale Hearing, subject to higher and better bids to be submitted by a Qualified Bidder under the Bid Procedures. (2) The Debtors will provide notice of the proposed Sale to the Stalking Horse Bidder, the Bid Procedures, the Sale Objection Deadline and the date and time of the Sale Hearing to all parties-in-interest, every party that has previously expressed any interest in the potential purchase or liquidation of the Debtors' business, and any other party that the Debtors believe might be interested in a possible purchase or liquidation of some or all of the Debtors' business. (3) The deadline for submission of a final and binding written proposal for a Going Concern Sale, a Full Chain Liquidation or a Remainder Chain Liquidation is 5:00 p.m. on July 17, 2011. (4) All Bids submitted by a bidder must state the total proposed purchase price, in U.S. dollars for a GC Sale, including any cash to be paid and any liabilities to be assumed, or the amount of the guaranty percentage as defined in the Agency Agreement for a Full Chain Liquidation or a Remainder Chain Liquidation, and, must exceed the total amount of compensation of the Stalking Horse Bid by a minimum of $8.95 million for a Bid for a GC Sale and 0.25% for a Full Chain Liquidation or a Remainder Chain Liquidation. Each Bid must include, at minimum, $224.05 million in cash as part of the compensation. A Bidder who bids on two or all three types of sale transaction must specify the Purchase Price for each of the proposed transactions. (5) All Bids must include a deposit of 7.5% of the Purchase Price in cash, to be deposited in an escrow account at Citibank, N.A., and held by and in the name of the Debtors; provided, however that a Multiple Transaction Bidder need only submit one deposit for all of its proposed transactions. (6) The Bidding Procedures require additional documents and information to be submitted with the Bid, including, without limitation, the submission of (i) by any Bidder for a GC Sale, a copy of the Purchase Agreement; or (ii) by any Bidder for a Full Chain Liquidation or a Remainder Liquidation, a copy of the Agency Agreement, marked electronically to show any changes, and a clean, executed version of the Agency Agreement. (7) All conditions to closing required by a Bidder must be set forth in the Modified Purchase Agreement or the Modified Agency Agreement, provided, however, that no Bid may be subject to any financing, due diligence or other material conditions. To the extent a Bid relies on one or more third-party financing sources, the Bid must include a signed, binding and irrevocable commitment letter from those third-party financing sources or comparable commitment from any equity source. (8) The Debtors will be authorized to approve joint Bids in their sole and absolute discretion on a case by case basis. (9) Each Bid will be evaluated by the Debtors and their advisors to determine if it fully satisfies the Bid Procedures' requirements, in their sole and absolute discretion. The Debtors will inform each Bidder without delay if that bidder has submitted a Qualified Bid. (10) If, after the examination of all Qualified Bids, the Debtors' Board of Directors determines that an auction is appropriate and will generate an offer for the purchase of the Debtors' business and assets that is higher and better than the Stalking Horse Bid, the Debtors will conduct an auction on July 19, 2011, beginning at 1:00 p.m. at a location of which the Debtors will inform each Qualified Bidder. The minimum interval for bidding at the Auction will be of a value of at least $1 million; provided, however, the Debtors, in consultation with the Stalking Horse Bidder, may increase or decrease the Bidding Interval at or before the Auction, in which case the Debtors will so inform each of the Qualified Bidders. If, at any time prior to or on July 29, 2011, the Winning Bidder cannot consummate the Winning Bid, the Debtors may close with the Back-Up Bidder by accepting the Back-Up Bid, which may be a Full Chain Liquidation. To the extent the Winning Bid is for a Full Chain Liquidation or a Remainder Chain Liquidation and the transaction cannot be consummated in the Winning Bid on or before July 22, 2011 for the Full Chain Liquidation or on or before July 29, 2011 for the Remainder Chain Liquidation, the Debtors may close a Full Chain Liquidation or a Remaining Chain Liquidation with the Back-Up Bidder by accepting the Back- Up Bid. (11) On or about July 20, 2011, the Debtors will file a notice with the Court, which will either confirm that the Stalking Horse Bid is the Winning Bid, in the event there is no auction, or identify the terms of the Winning Bid at auction, along with a description of the Winning Bidder. (12) The Debtors intend to consult with the Official Committee of Unsecured Creditors and the DIP Agents on an ongoing basis throughout the Sale and Auction process. A full-text copy of the proposed Bidding Procedures is available for free at http://bankrupt.com/misc/Borders_BiddingProcs.pdf Contract Assumption & Assignment To effectuate the sale, the Debtors intend to assume and assign certain executory contracts and unexpired leases to the winning bidder. The Debtors will have served a Notice of Assumption and Assignment on each of its contract parties by July 1, 2011. Objections to the assumption and assignment, including to the proposed Cure Amount, are due on July 14, 2011. The Notice of Assumption and Assignment does not constitute the final decision to assume and assign the Debtors' executory contracts and unexpired leases, as the Winning Bidder will be entitled to defer any final decisions on assumption and assignment until (i) the deadline to assume and assign each unexpired lease of nonresidential real property under Section 365(d)(4) of the Bankruptcy Code, or by agreement with a Non- Debtor Counterparty for any unexpired lease of non-residential real property; or (ii) October 31, 2011 for any executory contract or any unexpired lease of property other than non- residential real property. To facilitate the assumption and assignment of the Agreements for assumption, the Debtors ask the Court to find that all anti- assignment provisions of the Agreements for assumption are unenforceable under Section 365(f) of the Bankruptcy Code to the extent parties do not consent to the assignment of the subject Agreements. Liquidating Agent The Debtors propose to retain a liquidating agent rather than conducting Store Closing Sales themselves. To this end, the Debtors entered into an agency agreement with the Hilco Group Joint Venture for the contemplated liquidation of the Closing Stores. Mr. Friedman contends that allowing a professional liquidator to liquidate the assets will enable the Debtors to maximize sale proceeds. More importantly, he cites, it is more cost effective for the Debtors to allow a Liquidation Agent to conduct the store closing sales than to conduct those sales on their own because, among other reasons, the Liquidating Agent will reimburse the Debtors for expenses of the Liquidation. Additional GOB SCSs Relief The Debtors further believe that appointment of a consumer privacy ombudsman is unnecessary. Mr. Friedman assures the Court that pursuant to the Agency Agreement, the Liquidating Agent will not have access to the Debtors' customer lists and the Debtors will not disclose any personally identifiable information regarding their customers. The Debtors also ask the Court to override or invalidate any contractual or applicable law restrictions that may impair their ability to close stores and conduct the GOB SCSs. To that end, the Debtors propose that the same guidelines approved by the Court that were used in connection with the Phase I SCSs to govern the GOB SCSs. The Debtors further seek the Court's permission to conduct the GOB SCSs without the necessity of, and the delay associated with, complying with the Liquidation Sale Laws. Because the Debtors and their assets are subject to the Court's jurisdiction, the Court will be able to supervise the GOB SCSs, Mr. Friedman points out. Under the proposed form of Agency Agreement, any Merchandise remaining at the Closing Stores following the GOB SCSs can be sold by the Liquidating Agent, with the proceeds treated as Proceeds for purposes of compensation computation. To the extent, however, that the Liquidating Agent does not sell any Merchandise, Owned FF&E, Newsstand Inventory or Cafe/Candy Inventory, the Debtors ask that they be authorized upon the conclusion of the GOB SCSs to abandon same without incurring liability to any person or entity. In the event of an abandonment, the Debtors seek that the applicable landlord be authorized to dispose of property without any liability to any individual or entity that may claim an interest in the abandoned property and that such abandonment be without prejudice to any landlord's right to assert any claims based on such abandonment and without prejudice to the Debtors or other party-in-interest to object to the same. Break-Up Fee & Bid Procedures Are Warranted, Debtors Assert The Stalking Horse Bidder, Mr. Friedman points out, would not have submitted its offer without the Break-Up Fee. The Break-Up Fee is a condition to the Stalking Horse Bidders' obligations under the Purchase Agreement. Specifically, the Break-Up Fee will serve to compensate the Stalking Horse Bidder for (i) the time and money it expended to conduct the necessary diligence before entering into the agreement governing the Sale, and (ii) the risks that the Debtors will close an alternative transaction, Mr. Friedman explains. "Because the amount of the Break-Up Fee is fair and reasonable, it will not have a 'chilling effect' on any other prospective bidders." The Bidding Procedures on the other hand are reasonably calculated to assure that the Debtors obtain a purchase price for their business and assets within the upper range of reasonably anticipated values, while ensuring that the Debtors have sufficient liquidity to consummate the Sale, Mr. Friedman tells the Court. Sale Schedule The Court will consider approval of the Bid Procedures Motion on July 14, 2011. The deadline to object to the Stalking Horse Bid, and the assumption and assignment of contracts has also been set for July 14. Objections to the Bid Procedures are due no later than July 11. Parties will have until July 20 to file supplemental objections to the Bid Procedures Motion. The Court will consider the sale of substantially all of the Debtors' assets on July 21, 2011. Texas Taxing Authority Seeks Clarification Collin County, Texas, Tax Assessor-Collector states that it does not object to the proposed sale, but rather seeks an order specifically providing that all ad valorem property tax lien claims and encumbrances asserted against the property subject to the Bid Procedures Motion will attach to the proceeds of sale in the same order of priority that existed immediately before the Petition Date. Borders-Najafi Joint Statement In a June 30, 2011 public statement, Borders Group, Inc. related that it has entered into an asset purchase agreement with Direct Brands, a portfolio company of Najafi Companies, and intends to move forward with submitting the agreement to the Court to serve as the "stalking horse" bid for a Court-supervised auction of the business under Section 363 of the U.S. Bankruptcy Code. Borders believes a sale provides the best path forward to reposition the business for a successful future and to maximize value for the Company's stakeholders. Under the terms of the agreement and subject to further due diligence, Direct Brands would purchase substantially all of the Company's assets for $215.1 million plus the assumption of approximately $220 million of liabilities, subject to the auction and Bankruptcy Court approval. Najafi Companies is a Phoenix, Arizona-based private investment company with extensive experience in several customer-focused businesses. The firm acquired Direct Brands in 2008, including Book-of-the-Month Club, Doubleday Book Clubs and Columbia House. The tentative purchase agreement will occur prior to the Court hearing on July 21. If consummated and under the terms of the agreement, Borders would operate as a wholly owned subsidiary of Direct Brands. As part of the agreement with Direct Brands, Hilco and Gordon Brothers have agreed to acquire any store locations that are ultimately not included in the sale and will close those stores in an orderly manner. Mike Edwards, Borders Group President, said, "We are pleased to take another important step forward as we position Borders for a vibrant future and sustainable earnings growth. Since the filing, we have made significant progress in reducing our cost structure, refocusing our merchandise offering, and building our eBook business. We look forward to working with a supportive partner as we continue to execute on our turnaround strategy." Under its turnaround plan, Borders introduced a revitalized in- store experience particularly with respect to its Kids offering and a new Borders Cafe program in its superstores featuring a new Cafe design and tailored menu items. On the digital front, Borders is capturing a larger share of the eBook market through an expanded partnership with Kobo. In addition to providing customers with access to Kobo's vast inventory of digital books, the Company recently introduced the new Kobo eReader Touch Edition to great reviews, and the device will be available in stores in early July. Mr. Edwards concluded, "We appreciate the continued support of our employees, customers and business partners as we work toward a successful resolution to our restructuring." During the sale process, Borders is continuing to conduct business and serve customers in the ordinary course, including honoring its Borders Rewards program, gift cards and other customer programs. In addition to the Company's filing a motion with the Bankruptcy Court seeking authorization to conduct a Court-supervised auction, the Company also submitted an alternative proposal required under the Company's DIP financing agreement, in the event that a going-concern sale is not consummated, that comprises an orderly sale of all the assets of the business by a joint venture led by Hilco and Gordon Brothers. The Company anticipates completing the sale process by late July. Borders legal advisors are Kasowitz, Benson, Torres & Friedman LLP and Baker & McKenzie, and its financial advisor is Jefferies & Company, Inc. Alix Partners is serving as Restructuring Advisor. Advisors for Najafi Companies include Ballard Spahr LLP and New York-based Debevoise & Plimpton LLP. Headquartered in Ann Arbor, Mich., Borders Group, Inc. is a leading specialty retailer of books as well as other educational and entertainment items. Najafi Companies is an international private investment firm based in Phoenix, Arizona. The firm makes highly-selective investments up to $1 billion in size in companies with strong management teams across a variety of industries, and often in industries out of popular favor. The firm takes a long-term view on its investments and focuses its efforts to create value through growth and superior performance. Najafi Companies funds investments with internally generated capital, not through a fund. Free from the restrictions of a fund, the firm is able to move quickly and decisively when investing, and with no requirements to return capital to outside partners, Najafi Companies is able to make investments that create maximum value for the long-term. Direct Brands is one of the largest direct-to-consumer distributors of media products in the U.S. The company is home to music, DVD and book club brands such as BMG Music Service, Columbia House DVD, BOMC2.com, Doubleday Book Club, and Book of the Month Club as well as a number of special interest and lifestyle book clubs. The company serves members in the U.S. and Canada through its various club catalogs and online. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Proposes to Assume Amended Source Interlink Pact --------------------------------------------------------------- Borders Group and its units seek permission from the Bankruptcy Court to assume a retail source agreement, as amended, with Source Interlink Companies, Inc. In May 2007, the Debtors and Source Interlink entered into a retail supply agreement, whereby Source Interlink acts as the exclusive wholesaler of publications to the Debtors' over 400 retail locations. The Supply Agreement will terminate on August 31, 2011. Source Interlink also provides comprehensive managed inventory services on behalf of the Debtors. The Debtors' publications sales comprise a significant amount of the Debtors' revenues. The Agreement also obligates Source Interlink to pay the Debtors $5,400,000 in eight semi-annual installments. The final and only postpetition Inducement Payment of $750,000 was due on March 1, 2011, and remains unpaid. The Debtors and Source Interlink have agreed that Source Interlink will satisfy the Source Payable no later than July 28, 2011, or the date the order approving the Debtors' Motion becomes a final order. As of the Petition Date, the Debtors owe Source Interlink $5,963,425, arising from deliveries of Publications to the Debtors within 20 days before the Petition Date. Source Interlink has no other claims against the Debtors for the prepetition period. Accordingly, the Debtors and Source Interlink entered into an amendment to the Supply Agreement that, in material terms: (i) extends the term of the Agreement from August 31, 2011 to January 31, 2016; and (ii) replaces the Sale or Return model with a "scan-based trading" relationship between the two parties at a rate of no fewer than 25 stores per month until all the Debtors' remaining stores serviced by Source Interlink are converted to scan-based trading. Source Interlink has further agreed that the Amendment, and the Debtors' underlying obligations, are subject to (i) the consent and approval of the Amendment by the lenders under the Debtors' DIP Credit Facility; (ii) the occurrence of the earlier of (x) 60 days after the date an order by the Court approving a sale of substantially all of the Debtors' assets is a final order, and (y) the entry of an order by the Court approving the Debtors' Chapter 11 plan is a final order. Until the time as each of the approvals is obtained, the Debtors have the right to terminate the Agreement on 30 days' notice, and the Debtors will have no liability for any charges accruing under the Agreement thereafter. Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, explains that a scan-based trading relationship is analogous to a consignment business model and would allow the Debtors to be invoiced only for those copies of magazines actually sold at the Debtors' retail locations, as opposed to invoicing the Debtors for all Publications delivered to the Debtors, and then subsequently seeking a credit for unsold and expired Publications. The collection and return of Publications is currently the Debtors' responsibility, with the attendant administrative expenses and burdens imposed on the Debtors, Mr. Glenn states. Under the Amendment, Source Interlink, and not the Debtors, would incur all costs associated with collecting and disposing of unsold, expired magazines, he elaborates. "Thus, a scan-based trading relationship will improve the Debtors' profitability and liquidity." In connection with the proposed assumption of the Agreement, as amended, the Debtors seek the Court's authority to pay the $5,963,425 Cure Amount at a rate of $500,000 per week beginning on or about July 28, 2011 and will continue on the Thursday of each week thereafter until the time as the Cure Amount is paid in full. The parties have agreed to provide releases from all claims and causes of action under or in connection with the Agreement to each other upon the full payment of the Cure Amount, and the Source Payable. Source Interlink will continue to maintain its credit terms with the Debtors. Mr. Glenn asserts that allowing the Debtors to assume the Agreement, as amended, will: (i) avoid the significant burden and expenses of switching to a different distributor or series of regional distributors; (ii) allow the Debtors to maintain favorable credit terms; and (iii) improve the Debtors' profitability and liquidity through the new scan-based trading arrangement. Because the Debtors ultimately would have to pay Source Interlink's prepetition claim in any event, paying the related Cure Amount will not impose any incremental burden on the estates and, indeed, the flexible payment terms offered by Source Interlink will ensure that payment of the related Cure Amount does not significantly impact the Debtors' liquidity, Mr. Glenn tells the Court. The Court will consider the Debtors' request on July 14, 2011. Objections are due no later than July 7. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Asks for OK of HarrisPort Termination Pact --------------------------------------------------------- Borders Group Inc. and its units seek the Bankruptcy Court's permission to enter into an agreement for the termination of a distribution warehouse lease near Harrisburg, Pennsylvania and related transactions with HarrisPort Associates. The Debtors discontinued all use of the Harrisburg Property five years ago when they relocated their eastern distribution operations to a new distribution center located in Carlisle, Pennsylvania. The Debtors have been marketing the Harrisburg Property for assignment, subtenants and sale of the underlying promissory note at substantial discounts since before they abandoned the premises, but have not received any serious interest in the Harrisburg Property to date. The warehouse facilities located on the Harrisburg Property do not conform to the current standards used for distribution centers and it would require a significant capital outlay to repair the premises and perform the necessary improvements to make the Harrisburg Property marketable in today's market, the Debtors relate. The developer of the Harrisburg Property, HarrisPort Associates, financed the transaction through a mortgage loan advanced by National Tenant Finance Corporation pursuant to a loan agreement dated November 10, 1994 and evidenced by two promissory notes, each dated November 10, 1994, the first in the original principal balance of $2,928,000 and the second in the original principal balance of $2,335,000. The Mortgage Note is secured by, among other things, a Deed of Trust dated as of November 19, 1994. There is currently due and owing under the Mortgage Note a principal amount of $1,953,000,000 with a net amount of $1,639,513 after taking into consideration accrued principal through an anticipated July 29, 2011 closing date, per the proposed transaction. The Mortgage Note is not scheduled to be fully amortized and satisfied until the conclusion of the term of the Harrisburg Lease on November 9, 2014. After the Petition Date, the Debtors informed the Landlord that they would be rejecting the Harrisburg Lease. One effect of the rejection would be that the Annual Rent would no longer be credited against the amounts due under the Mortgage Note, most likely causing a default and triggering Borders' right to foreclose on the Harrisburg Property under the Loan Agreement. The Landlord has informed the Debtors that it would object to and litigate Borders' foreclosure of the Harrisburg Property, which would be caused by Borders' default under the Harrisburg Lease. Borders disputes that rejecting the Harrisburg Lease would prevent it from foreclosing on the Mortgage Note upon a default. The Landlord also believes it has an administrative claim against the Debtors' estates for $480,046 for deferred maintenance and necessary repairs to the Harrisburg Property as well as general unsecured claims of $100,000 in addition to any rejection damage claims it may have. The Debtors dispute those claims and reserve all rights to object to the claims allowance if their Termination Pact Motion is not granted. To avoid costly and expensive litigation and administrative expense against the estates related to the Harrisburg Property and underlying Mortgage Note, the Debtors entered into the termination agreement with the Landlord, containing these salient terms: (a) Within the later of (i) one business day after entry of a final, non-appealable order approving the Termination Agreement and (ii) the date that the Debtors redeliver possession of the Harrisburg Property to Landlord, which date is anticipated to be not later than July 29, 2011, the Landlord will pay the Debtors a lease termination fee of $375,000, which will be applied to satisfy the Mortgage Note. (b) Upon the Effective Date and payment of the Termination Fee, the Harrisburg Lease will be deemed terminated. The Debtors will surrender the Harrisburg Property to Landlord in "as is, where is" condition by the Effective Date. (c) Upon the Effective Date and payment of the Termination Fee, the Debtors will consider the Mortgage Note satisfied in full, will release the Mortgage Note, and will waive any and all claims against Landlord and its affiliates arising under or relating to the Lease or the Mortgage Note. Upon the Effective Date, the Landlord and its affiliates will waive any and all claims against the Debtors, whether those claims constitute prepetition claims, administrative priority claims, or otherwise. (d) The Debtors' obligations with respect to the Harrisburg Property will terminate and the Debtors will have no obligation to make any repairs and maintenance to the Harrisburg Property. (e) The Debtors will release title to any and all personal property remaining on the premises as of the Effective Date, and all property will be deemed abandoned to Landlord to be treated in the manner determined by the Landlord. A full-text copy of the Termination Agreement is available or free at: http://bankrupt.com/misc/Borders_HarrisPortTerminationAgr.pdf Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, asserts that the Harrisburg Lease is a drain on the Debtors' estates and terminating the Harrisburg Lease will relieve the Debtors of a significant burden to their restructuring efforts. The Termination Agreement, he points out, provides an immediate cash infusion of $375,000 to the Borders estates and requires the Landlord to release any and all claims against Borders arising under the Lease. Moreover, the Termination Agreement avoids protracted litigation that would ensue if the Debtors reject the Harrisburg Lease and must try to foreclose on the Harrisburg Property to recover payments on the Mortgage Note, Mr. Glenn says. Based on years of trying to market the Mortgage Note and the Harrisburg Lease, the Debtors have concluded that no better alternative exists for maximizing recovery on the Harrisburg assets, Mr. Glenn maintains. The Court will consider the Debtors' request on July 14, 2011. Objections are due no later than July 7. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: U.S. Trustee Objects to Fees Charged by Advisors --------------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 2, made comments on the applications for allowance of fees and expenses incurred by the professionals retained in Borders Group's Chapter 11 cases for the period February 16, 2011 to March 31, 2011. The U.S. Trustee specifically takes issue with these firms: -- Kasowitz Benson. Kasowitz Benson's fees totaling $72,416 have vague and lumped time records, according to the U.S. Trustee. The U.S. Trustee also contends that Kasowitz Benson is not entitled to fees totaling $37,696 associated with attendance at certain hearings. The U.S. Trustee opposes Kasowitz Benson's expenses totaling $679 for cab fare and limousine to and from the Bankruptcy Court because it is not clear why public transportation is not reasonable. Kasowitz Benson's $2,369 in meal expenses appear to exceed the $20 per meal permitted by General Order M-389, the U.S. Trustee points out. The U.S. Trustee disputes the reimbursement of $12,308 for internal photocopying expenses at $0.20 per page. -- Mercer. The U.S. Trustee complains that $13,512 of fees sought by Mercer is described by vague time entries. The U.S. Trustee asserts that Mercer fails to provide authority in seeking $8,565 for the reimbursement of its counsel fees. -- Jefferies, DJM Realty. The U.S. Trustee objects to the reimbursement of expenses totaling $7,897 to Jefferies & Company, and $10,323 to DJM Realty Services because no back-up information was provided by either of the firms. -- Dickinson Wright. The U.S. Trustee opposes Dickinson Wright's proposed allowance of $17,917 of fees for services that are described with block billing or lumping. -- Deloitte. The U.S. Trustee states the $47,500 charged by Deloitte Tax and $46,454 by Deloitte Consulting in connection with internal meetings are not reasonable. -- Lowenstein Sandler. The U.S. Trustee also contends that Lowenstein Sandler seeks $9,478 in fees for services that are described with vague and lumped time records. The U.S. Trustee further objects to payment of $2,382 in meal expenses to the firm that appear to exceed the $20 per meal permitted by General Order M-389. -- Baker & McKenzie. The U.S. Trustee objects to Baker & McKenzie's fees for 49.6 hours of services, estimated to be $26,350, that are described with block billing or lumping and vague time entries. The U.S. Trustee does not object to the monthly fee applications of Garden City Group and Deloitte & Touche LLP. U.S. Trustee & Professionals Negotiate To address the U.S. Trustee's objection, Lowenstein Sandler filed with the Court a response detailing clarifications or revisions made by the firm to time entries objected. A full-text copy of the response is available for free at: http://bankrupt.com/misc/Borders_StaffingReportApril2011.pdf Several other firms filed with the Court statements in an effort to resolve the U.S. Trustee's objections to their fee applications. Kasowitz Benson agrees to: -- reduce its charge for photocopies to $0.10 per page, resulting to a total document reproduction expense reduction of $6,154; -- write off two of the four meals questioned by the U.S. Trustee, for a total meal expense reduction of $596; and -- write off one-half of the cab and car fare, for a total cab and car fare expense reduction of $339. Kasowitz Benson also stated that the U.S. Trustee is satisfied with the description of 19.4 hours of time which the Debtors redacted. Based on the U.S. Trustee's "blended rate" calculation, this constitutes $9,622 worth of time to which the U.S. Trustee withdraws its Objection. After subtracting the Redacted Time from that amount, the U.S. Trustee's objection applies to a total of $100,489 of Kasowitz Benson's fees. Kasowitz agrees to write off a total of 10% of this number, for a total fee reduction of $10,048. Kasowitz made a total reduction of its fees and expenses for the period from February 16, 2011 to March 31, 2011, in resolution of the Objection, is $17,139. DJM provided to the U.S. Trustee back-up documentation on the expense charges in the total amount of $10,323 and reclassified an item marked as a "travel" expense to a "press release" expense. The U.S. Trustee then advised DJM that the specific objection concerning DJM was resolved. DJM says the U.S. Trustee's Objection is withdrawn. The U.S. Trustee and Lowenstein had discussions concerning the amount of the expenses. As a result, Lowenstein has agreed to reduce the meal expenses it sought by $1,263. The U.S. Trustee's objection is deemed resolved. Dickinson Wright reduces the fees sought in its fee application for the period February 16, 2011 to March 31, 2011 by $1,791. As a result, the total fees sought by Dickinson Wright under the fee application are $134,769 and the total expenses are $610. Based upon this agreed-upon reduction, the U.S. Trustee has agreed to withdraw her Objection. Jefferies reduced the expense charges for the amount of all meals over $20. As a result, Jefferies reduced its meal expenses by $212. Jefferies is seeking approval for $6,889 in expense charges. Jefferies will credit expense charges of $6,889 against its prepetition expense retainer of $15,000. The remaining balance of Jefferies' prepetition expense retainer, totaling $8,110, will be credited against the firm's monthly fees. Upon review of the back-up documentation, the U.S. Trustee advised Jefferies that the specific objection was resolved. The U.S. Trustee's Objection is deemed withdrawn. Baker provided the U.S. Trustee with a revised exhibit "A" of the fee statement to clearly identify each discrete task billed. Baker also reduced its total fees sought by $4,179. As a result, the total fees sought by Baker are $163,592 and expenses are $758. After reviewing the back-up documentation, the U.S. Trustee advised Baker that the specific objection against Baker was resolved. The U.S. Trustee's Objection is deemed withdrawn. Deloitte Consulting provided the U.S. Trustee additional information regarding the reason for those internal meetings and telephone conferences. The information was also provided to the Debtors' senior vice president, human resources and vice president -- applications and technology and they confirmed that the Debtors did not object to the fees for those meetings and telephone conferences, Deloitte Consulting says. Deloitte Consulting understands that the U.S. Trustee has withdrawn its objection to the firms' fee application for the period Feb. 16, 2011 to March 31, 2011. Deloitte Tax disclosed that it engaged in various discussions with the U.S. Trustee's counsel and provided additional written information regarding the reason for the meetings and telephone conferences. The information was also provided to the Debtors' vice president for tax matters and he confirmed that the Debtors did not object to the fees for those meetings and telephone conferences. Based on this additional information and confirmation that the Debtors do not object to these fees, Deloitte Tax understands that the U.S. Trustee has withdrawn its objection to the fees of Deloitte Tax for the relevant period. Mercer engaged in discussions with the U.S. Trustee and provided additional detail for the time entries in question. The U.S. Trustee advised Mercer that the additional information was sufficient and the U.S. Trustee would thus withdraw its objection for the time entries in question. The Objection additionally took issue with Mercer's request for the reimbursement of certain expenses. According to Mercer, its s discussions with the U.S. Trustee to resolve that matter are ongoing, and the issue has not yet been resolved. Full-text copies of the firms' additional information provided to the U.S. Trustee are available for free at: http://bankrupt.com/misc/Borders_BakerSuppInfo.pdf http://bankrupt.com/misc/Borders_DeloitteConsultingSuppInfo.pdf http://bankrupt.com/misc/Borders_DeloitteConsultingSuppInfo.pdf http://bankrupt.com/misc/Borders_MercerSuppInfo.pdf With respect to fee applications for the period from April 1 to 30, 2011, the U.S. Trustee made comments regarding the fees and expenses of these professionals: * Kasowitz Benson has agreed with the U.S. Trustee to reduce its fees by $520 and expenses by $476. Based on these reductions, the U.S. Trustee does not object to the fees sought for the relevant period. * The U.S. Trustee disputes the reimbursement of counsel fees totaling $7,931 by Mercer and $990 by Jefferies & Company, citing that the applicants fail to provide any authority for their position. * Deloitte Consulting has agreed with the U.S. Trustee to reduce its sought fees by $2,462. Accordingly, the U.S. Trustee does not object the fees sought for the relevant period. * The U.S. Trustee does not object to fees sought by Deloitte & Touche, given the firm's reduction of its fees by $12,370. * The U.S. Trustee does not object to the fees and expenses sought by other professionals for the relevant period. U.S. Trustee's Response to Interim Fees The U.S. Trustee filed with the Court comments to interim fee applications for the period from February 16, 2011 to April 30, 2011. The U.S. Trustee specifically asks the Court to implement a 20% hold back of the sought fees for the relevant period. Counsel to the U.S. Trustee, Paul K. Schwartzberg, Esq., stresses that the Debtors have incurred losses of over $180 million. In addition, a plan and disclosure statement have not yet been filed, he notes. Consequently, the ultimate benefit to the Debtors' estates for the services rendered by the professionals simply cannot be assessed at this time, he asserts. The U.S. Trustee also objects to Mercer's reimbursement of its counsel fees for $16,496 because the firm fails to provide any authority for this position. Those legal services should be regarded simply as Mercer's overhead, Nr. Schwartzberg contends. As to all other fee applications, the U.S. Trustee does not object to the allowance of interim fees and expenses subject to those fee applications. The Court will consider the interim fee applications for the period Feb. 16, 2011 to April 30, 2011 on July 14, 2011. Objections are due no later than July 7. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BUFFETS INC: Chapter 11 Survivor Lowered by S&P to 'CCC' -------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Eagan, Minn.-based Buffets Inc. to 'CCC' from 'B-'. The rating outlook is negative. "At the same time, we lowered our issue-level rating on the company's first-lien term loan to 'CCC' (at the same level as the 'CCC' corporate credit rating) from 'B-'. The recovery rating on the term loan remains unchanged at '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "The rating actions reflect our view that weak EBITDA levels could likely trigger a financial covenant violation over the next several quarters. While Buffets has the ability to reduce debt with existing cash to prevent a compliance issue in the near term, cash balances would be reduced and liquidity would tighten given that the company does not have a revolving credit facility," S&P related. "We assess Buffet's financial risk profile as highly leveraged, reflecting its highly leveraged capital structure and thin cash flow metrics. In addition, we view its business risk profile as vulnerable, characterized by its exposure to volatile commodity costs, high unemployment that hurts its core customer base, and its participation in the highly competitive restaurant industry," S&P added. CAMBRIDGE COMMERCIAL: Lafayette Ambassador Bank Wins Stay Relief ---------------------------------------------------------------- Bankruptcy Judge Richard E. Fehling annulled the automatic stay in Cambridge Commercial Realty LLC's bankruptcy case, retroactively to and including the sheriff sale on April 29, 2011, at the behest of Lafayette Ambassador Bank. LAB may proceed with its state law remedies with respect to the Debtor's real property in the future. A copy of Judge Fehling's July 1, 2011 decision is available at http://is.gd/8XLskyfrom Leagle.com. The Debtor filed the Chapter 11 petition at 9:50 a.m., on Friday April 29, 2011. A sheriffs sale of the Debtor's real property had been scheduled to begin at 10:00 a.m., that day, on the bank's foreclosure proceeding. The Debtor's counsel attempted to notify LAB's counsel but could not do so because the e-mail system of LAB's counsel was down that morning, the Debtor's counsel also attempted to notify the sheriffs office about the bankruptcy but could not do so because all of the sheriffs foreclosure staff were already away from the office and involved with the sheriff sale. Despite the filing of this bankruptcy by the Debtor, the sheriff sale of its property proceeded. LAB made clear, despite the Debtor's refusal to stipulate and pleadings denying the same, that the principal, sole owner and member, and sole officer of all matters having anything to do with the Debtor is the same gentleman who holds all of those positions with the related company, Cambridge Medical Staffing. CMS was a previous debtor in bankruptcy whose case was recently dismissed for its failure to perform the tasks required of a debtor under the Bankruptcy Code. LAB claims that the failure of CMS to perform its obligations in the prior bankruptcy is indicative of the Debtor's inequitable conduct or unreasonable or dishonest behavior. When asked in his examination at the June 16, 2011 hearing, the principal of the Debtor admitted that the reason that the Debtor had filed its Chapter 11 bankruptcy was to stop the sheriff sale. Then, only when prompted by his counsel, he added that the Debtor wanted to work out a plan to repay its debt. About Cambridge Commercial Realty Cambridge Commercial Realty, LLC, based in Schnecksville, Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case No. 11-21149) on April 29, 2011. Thomas Daniel Bielli, Esq. -- tbielli@ciardilaw.com -- at Ciardi Ciardi & Astin, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated assets and debts of $1 million to $10 million. The petition was signed by Kurt Wenger, managing member. CARDINAL FASTENER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cardinal Fastener & Specialty Co., Inc. 5185 Richmond Road Bedford Heights, OH 44146 Bankruptcy Case No.: 11-15719 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Randolph Baxter Debtor's Counsel: Rocco I. Debitetto, Esq. c/o HAHN LOESER + PARKS LLP 200 Public Square, Suite 2800 Cleveland, OH 44114-2301 Tel: (216) 621-0150 Fax: (216) 241-2824 E-mail: ridebitetto@hahnlaw.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/ohnb11-15719.pdf The petition was signed by John W. Grabner, president. CARSON RIVER: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Carson River Estates LLC 500 Grenoble Road Santa Barbara, CA 93110 Bankruptcy Case No.: 11-13146 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: William E. Winfield, Esq. NORDMAN CORMANY HAIR COMPTON 1000 Town Ctr Dr 6 Fl Oxnard, CA 93036 Tel: (805) 485-1000 E-mail: wwinfield@nchc.com Scheduled Assets: $3,605,478 Scheduled Debts: $5,587,891 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-13146.pdf The petition was signed by Hugh B. Thorson. CB HOLDING: To Auction Liquor Licenses Next Week ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the operator of Charlie Brown's Steakhouse restaurants received approval to conduct an auction for its liquor licenses in New Jersey or Pennsylvania. After finding buyers for 20 liquor licenses from stores it closed, Charlie Brown's was stuck with 11 unused liquor licenses. The company is holding an auction on July 12, with initial bids due July 8. Offers can be submitted for one or more licenses. The hearing for approval of the sale would be July 19. The company said it hopes to file a liquidating Chapter 11 plan "soon." About CB Holding New York-based CB Holding Corp. operated 20 Charlie Brown's Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office Beer Bar and Grill restaurants when it filed for bankruptcy protection. The Company closed 47 locations before filing for Chapter 11. CB Holding sold off its The Office restaurant chain and 12 Bugaboo Creek stores in separate auctions. Villa Enterprises Ltd. won the bidding for The Office chain with its $4.68 million. RRGK LLC acquired the 12 Bugaboo Creek stores for $10.05 million, more than tripling the $3.175 million first bid from an affiliate of Landry's Restaurants Inc. CB Holding and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010. Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring effort. The Garden City Group, Inc., is the Debtors' notice, claims and solicitation agent. Jeffrey N. Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. CB Holding estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. CENTURY ALUMINUM: S&P Affirms 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Monterey, Calif.-based Century Aluminum Co. to stable from negative. "The revision of the outlook to stable reflects our expectation that aluminum prices will remain high enough in the next year or so to allow the company to fund a significant portion of its planned second Icelandic smelter from operating cash flow and balance sheet cash while still maintaining strong liquidity," said Standard & Poor's credit analyst Marie Shmaruk. At the same time, Standard & Poor's affirmed its ratings on Century, including the 'B' corporate credit rating. Standard & Poor's also affirmed the 'B' issue-level rating and '3' recovery rating, indicating the expectation of meaningful (50%-70%) recovery in the event of a payment default, on the company's senior secured notes due 2014. The 'B' corporate credit rating on Century Aluminum Co. reflects what Standard & Poor's considers to be the combination of its weak business risk profile and aggressive financial risk profile The company is exposed to the volatility and cyclicality of the aluminum industry, has a high cost position in the U.S., and has limited product diversity. Ratings also take into account the company's strong liquidity position, relatively modest debt levels, and its cost-efficient Icelandic smelter. "When evaluating the company's financial profile, we also consider its plans to build a new smelter in Iceland -- which it is likely to finance partially with debt -- and its volatile pricing and demand," Ms. Shmaruk said. Century's financial performance is strongly tied to aluminum prices. With total capacity of about 800,000 metric tons per year (mtpy) of aluminum, of which about two-thirds was in the U.S., Century is the No. 3 producer of primary aluminum based in North America. CHAPMAN ROAD: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Chapman Road Development, LLC P.O. Box 6 Trussville, AL 35173 Bankruptcy Case No.: 11-51488 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport Divisional Office) Judge: Katharine M. Samson Debtor's Counsel: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC 101 Ricky D Britt Blvd, Suite 3 Oxford, MS 38655 Tel: (662) 281-8800 Fax: (662) 202-1002 E-mail: rg@ms-bankruptcy.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 Matthew Piell, managing member. CHICAGO KITCHEN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Chicago Kitchen & Bath, Inc. 1521 N. Sedgwick Street Chicago, IL 60610 Bankruptcy Case No.: 11-27247 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Patience R. Clark, Esq. LAW OFFICE OF PATIENCE R. CLARK P.C. 30 N. LaSalle Street, Suite 3400 Chicago, IL 60602 Tel: (312) 332-0133 Fax: (312) 332-0144 E-mail: prc@clarklawchicago.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ilnb11-27247.pdf The petition was signed by Joyce L. Carlson, president. CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Choctaw Transport, Inc. P.O. Box 10548 Prichard, AL 36610 Bankruptcy Case No.: 11-02635 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Irvin Grodsky, Esq. IRVIN GRODSKY, P.C. P.O. Box 3123 Mobile, AL 36652-3123 Tel: (251) 433-3657 E-mail: igpc@irvingrodskypc.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 Paul Frederick Percy, Sr., president. COTTON 303: Court Dismisses Chapter 11 Bankruptcy Case ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada dismissed the Chapter 11 case of Cotton 303 LLC. The Debtor and its major creditor City National Bank, N.A., reached an agreement for the resolution of its debt. The Debtor related that it is now in a position to pay all other creditors in full. Henderson, Nevada-based Cotton 303, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-20380) on June 3, 2010. Terry V. Leavitt, Esq., who has an office in Las Vegas, Nevada, assists the Company in its restructuring effort. The Company estimated assets at $10 million to $50 million and $1 million to $10 million. The U.S. Trustee for Region 17 did not appoint an official committee of Unsecured Creditors in the Debtor's case. CLUB VENTURES: Disclosure Statement Hearing Set for Aug. 3 ---------------------------------------------------------- Club Ventures Investments LLC and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement explaining their Joint Chapter 11 Plan of Reorganization on June 27, 2011. A hearing to consider approval of the Disclosure Statement will be held on August 3, 2011, at 11:00 a.m. Claims against the Debtors are classified and will be treated as follows under the Plan: Class 1 - Non-Tax Priority Claims. Unimpaired, deemed to have accepted the Plan and not entitled to vote. Class 2 - BofA Secured Claim. Impaired and entitled to vote. The Claim is in the approximate amount of $11,115,000 and secured by substantially all of the assets of CVI. Class 3 - LBN Secured Claim. Impaired and entitled to vote. The Claim is in the non-contingent amount of not less than $22,418,294, and the contingent amount of not less than $13,202,431 secured by substantially all of the assets of the Debtors. Class 4 - Praesidian Secured Claim. Impaired and entitled to vote. The Claim is in the approximate amount of $30,626,715 and secured by substantially all of the assets of the Debtors. Class 5 - Other Secured Claims. Unimpaired, deemed to have accepted the Plan and not entitled to vote. Class 6 - Member Claims. Unimpaired, deemed to have accepted the Plan and not entitled to vote. A Member Claim is a Claim against a Debtor based upon a contract with the Debtor for use of and access to the Debtor's fitness centers for personal or group training. Class 7 - Convenience Claims. Impaired and entitled to vote. A Convenience Claim is a Claim against a Debtor that is for $250 or less or the Holder of a Claim for more than $250 that elects to reduce its Claim to $250. Class 8 - General Unsecured Claims. Impaired and entitled to vote. Each Holder of an Allowed General Unsecured Claim will receive a Cash payment equal to 1% of the Allowed Amount of the Claim, in full and final satisfaction of the Claim. Class 9 - Insured Claims. Unimpaired, deemed to have accepted the Plan and not entitled to vote. All Insured Claims will be Reinstated. Class 10 - Subordinated Claims. Impaired, deemed to have rejected the Plan and not entitled to vote. Class 11 - Interests in Subsidiary Debtors. Unimpaired, deemed to have accepted the Plan and not entitled to vote. Class 12 - Series B Preferred Interests in CVI. Impaired, deemed to have rejected the Plan and not entitled to vote. Class 13 - Series A Preferred Interests in CVI. Impaired, deemed to have rejected the Plan and not entitled to vote. Class 14 - Class C Interests in CVI. Impaired, deemed to have rejected the Plan and not entitled to vote. Class 15 - Class B Interests in CVI. Impaired, deemed to have rejected the Plan and not entitled to vote. Class 16 - Class A Interests in CVI. Impaired, deemed to have rejected the Plan and not entitled to vote. A full-text copy of the Disclosure Statement, dated June 27, 2011, is available for free at http://ResearchArchives.com/t/s?7661 About Club Ventures New York-based Club Ventures Investments LLC, aka DavidBartonGym, is a boutique gym company. Club Ventures owns DavidBartonGym, an operator of upscale health clubs in four cities. Founded in 1992 by David Barton, DavidBartonGym has grown to operate health clubs in New York, Miami, Chicago, and Seattle (Bellevue). Club Ventures and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2, 2011. Club Ventures disclosed $327,921 and $71,037,100 in liabilities as of the Chapter 11 filing. David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, and Jonathan L. Flaxer, Esq., at Golenbock, Eiseman, Assor & Bell, in New York, serve as the Debtors' bankruptcy counsel. The Official Committee of Unsecured Creditors retained Klestadt & Winters LLP as its counsel. It also tapped FTI Consulting, Inc., as its financial advisor. CLUB VENTURES: Committee's Challenge Period Expires July 11 ----------------------------------------------------------- Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York approved a stipulation entered into among the Official Committee of Unsecured Creditors, the Debtors, LBN Holding LLC, Praesidian Capital Investors, LP, Praesidian II SPV 1 LP and Praesidian II SPV 2 tolling the challenge period under the final order authorizing DIP financing. Paragraph 28 of the Final DIP Order permitted parties-in-interest, including the Committee, a period of time to investigate (a) the validity, extent, priority, or perfection of the mortgages, security interests, and liens of any of the Prepetition Lenders or (b) the validity, allowability, priority, fully secured status or amount of the Prepetition Obligations. The Challenge Period as defined in paragraph 28 of the Final DIP Order expired on June 27, 2011. The Committee has requested that LBN and Praesidian extend the Challenge Period to permit it to continue its investigation. Solely with respect to the Committee, LBN and Praesidian agree to extend the Challenge Period from June 27, 2011, to through and including July 11, 2011. The extension will not extend the Challenge Period for any party-in-interest other than the Committee. Other than the extension of the expiration of the Challenge Period, the Stipulation and Order will have no impact on the rights and protections of LBN and Praesidian pursuant to the Final DIP Order, which are expressly preserved. The Stipulation also has no impact on, and will not extend, the Challenge Period with respect to Bank of America, N.A. About Club Ventures New York-based Club Ventures Investments LLC, aka DavidBartonGym, is a boutique gym company. Club Ventures owns DavidBartonGym, an operator of upscale health clubs in four cities. Founded in 1992 by David Barton, DavidBartonGym has grown to operate health clubs in New York, Miami, Chicago, and Seattle (Bellevue). Club Ventures and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2, 2011. Club Ventures disclosed $327,921 and $71,037,100 in liabilities as of the Chapter 11 filing. David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, serves as the Debtors' bankruptcy counsel. The Official Committee of Unsecured Creditors retained Klestadt & Winters LLP as its counsel. It also tapped FTI Consulting, Inc., as its financial advisor. CONE INVESTMENT: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Cone Investment Limited Partnership P.O. Box 70128 Eugene, OR 97401 Bankruptcy Case No.: 11-63279 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court District of Oregon Judge: Frank R. Alley III Debtor's Counsel: Keith Y. Boyd, Esq. THE LAW OFFICES OF KEITH Y. BOYD 724 S Central Ave #106 Medford, OR 97501 Tel: (541) 868-8005 E-mail: ecf@mb-lawoffice.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 six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb11-63279.pdf The petition was signed by Richard B. Cone, director of Coman, Inc, Debtor's general partner. CT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: CT Transport, LLC P.O. Box 916 Bryant, AR 72089 Bankruptcy Case No.: 11-14277 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Judge: James G. Mixon Debtor's Counsel: James F. Dowden, Esq. JAMES F. DOWDEN, P.A. 212 Center Street, 10th Floor Little Rock, AR 72201 Tel: (501) 324-4700 Fax: (501) 374-5463 E-mail: jfdowden@swbell.net Judy Simmons Henry, Esq. WRIGHT, LINDSEY & JENNINGS 200 W. Capitol Ave., Suite 2300 Little Rock, AR 72201-3699 Tel: (501) 212-1391 Fax: (501) 376-9442 E-mail: jhenry@wlj.com Scheduled Assets: $1,245,600 Scheduled Debts: $1,432,613 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/areb11-14277.pdf The petition was signed by Darren Hurt, president. CWL INVESTMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: CWL Investment Co. 3520 W. Buckingham Road Garland, TX 75042 Bankruptcy Case No.: 11-34319 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Robert S. Preece, Esq. 6549 Crestpoint Drive Dallas, TX 75254 Tel: (469) 360-2895 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 Liang an Chang, president. DBI HOUSING: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: DBI Housing, LLC aka DBI Housing, Inc. dba Ortiz Produce Bambi Fashion Tacos Ortiz 4808 West Washington Boulevard Los Angeles, CA 90016 Bankruptcy Case No.: 11-38517 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Ellen Carroll Debtor's Counsel: Anthony Egbase, Esq. LAW OFFICES OF ANTHONY O. EGBASE & ASSOC 350 S. Figueroa Street, Suite 189 Los Angeles, CA 90071 Tel: (213) 620-7070 E-mail: info@anthonyegbaselaw.com Scheduled Assets: $1,320,230 Scheduled Debts: $1,457,129 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-38517.pdf The petition was signed by David Irias, president. DEB SHOPS: Has Interim Loan and July 21 Bid Hearing --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Deb Shops Inc. scheduled a July 21 hearing for approval of procedures governing the auction and sale of the business. July 21 is also the date for a final hearing on a $21 million financing package provided by first-lien lenders. Before the bankruptcy filing, Deb Shops negotiated an agreement for a group of lenders led by Ableco Finance LLC to purchase the business in 44 states in exchange for $75 million in secured debt. The proposed schedule calls for competing bids by Aug. 24, followed by an auction Aug. 31 and a hearing to approve the sale Sept. 9. About Deb Shops Deb Shops Inc., is a closely held women's-clothing retailer based in Philadelphia. Deb Shops sells junior and large-size clothing for girls and women ages 13 to 25 through more than 320 U.S. stores and through debshops.com. It was bought out by the New York investment firm Lee Equity Partners in October 2007. DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363. As of April 30, 2011, the Debtors' unaudited financial statements reflected assets totaling $124.4 million and liabilities totaling $270.1 million. Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger P.A. serve as bankruptcy counsel. Rothschild Inc. serves as the Debtors' investment banker and financial advisors. Kurtzman Carson Consultants, LLC, serves as claims agent. Sitrick & Company serves as public relations consultants. Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP. Conway Del Genio serves as financial advisors to the First Lien Lenders. Schulte Roth serves as corporate and tax advisors to the First Lien Lenders. Another lender, Lee DSI Holdings, is represented by Jennifer Rodburg, Esq., at Fried Frank Harris Shriver & Jacobson LLP. DEBORAH HEART: Fitch Affirms Rev. Bonds at 'B'; Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed at 'B' the outstanding $21.2 million New Jersey Health Care Facilities Authority's revenue bonds, Deborah Heart and Lung Center (DHLC), series 1993 as part of its ongoing surveillance effort. The Rating Outlook is Stable. Rating Rationale: -- The opening of the satellite emergency department (SED) on Deborah Heart and Lung Center's (DHLC) campus in March of 2010 has had a positive impact on the both utilization and financial performance and has returned the organization closer to a point of fiscal stability. -- The financial improvement, which started in 2009, has been maintained for fiscal 2010 with a further reduction of the operating loss at DHLC to $1.3 million from a $5.9 million loss in the prior year and has continued for the five-month interim period ended May 31, 2011 with a loss of $2.2 million as compared to $2.6 million for the prior year interim period. -- DHLC is realizing an additional 90 admissions per month from the SED and admissions were 14.3% higher in 2010 versus the prior year. -- The lower operating loss had reduced need for contribution transfers from the Foundation, which is obligated to fund DHLC's cash flow requirements, including debt service payments. In fiscal 2010 the Foundation transferred $1.7 million to DHLC, as compared to a high of $13 million in 2008. -- Liquidity, while stabilized, remains a significant credit negative, with combined DHLC and Deborah Hospital Foundation (Foundation) unrestricted cash and investments at $27 million at 2010 year end, equal to 70.8 days cash on hand (DCOH). Cash at the May 2011 interim period, which is typically lower at the midyear before the bulk of the fundraising and charity funding is received, was at $16.5 million, but was $3.8 million higher than in the prior year interim period. Key Rating Drivers: -- Maintaining the recent financial improvement resulting in a more stable and sustainable liquidity position. -- Realizing a sufficient level of fundraising through the Foundation in support of hospital operations. Security: Bonds are secured by a revenue pledge and a mortgage lien on DHLC's facility and additionally benefit for a Subsidy Agreement from the Foundation, which is obligated to fund DHLC's cash flow requirements, including operating costs, capital needs and debt service payments. Credit Summary: The affirmation of the rating reflects the improvement in DHLC's financial operations which has been maintained for fiscal 2010 and for the five-month 2011 interim period. While stabilized over the last two years, the low liquidity remains a chief credit concern. DHLC's operating loss was further reduced in 2010 to $1.3 million, equal to a negative operating margin of 0.9% and an operating EBITDA margin of 5%, a marked improvement over the prior year operating loss of $5.9 million (negative 4.6% operating margin and 1.8% operating EBITDA margin). The stronger operating results are to a significant degree due to the March 2010 opening of satellite emergency department on DHLC's campus, which is operated by Our Lady of Lourdes Health System (Lourdes), part of Catholic Health East (rated 'A+' by Fitch). DHLC benefits from cardiac, pulmonary and vascular admissions, while patients needing other services can choose to be admitted to Lourdes or other institutions. Revenues increased by 9.2% in fiscal 2010 and by a further 12% through the five-month interim period owing to the more robust volumes. The increase in volumes following the opening of the SED has exceeded expectations and management reports 90 additional admits per month which are attributed to the new SED. Admissions increased by 14.3% in 2010 and year to date admission continue to exceed the prior year by 9.5%, when one day stays are included. Open heart cases registered a small uptick in 2010 for the first time, despite the increased use of alternative cardiac treatment modalities, such as stents. DHLC expects a further increase in demand for services from the official opening of the Joselin Diabetes Center on its campus, planned for later this summer. The diabetes center, which will be operated under an agreement with a nationally renowned diabetes program, will be geared towards care of patients whose complications often involve vascular and cardiac disease. Despite the significant improvement in operating performance, Fitch continues to be concerned with DHLC's liquidity position. Fitch notes the decreased need for the Foundation's support, as the DHLC's operating losses were brought under control. Nevertheless, both the support of the Foundation and the continued willingness of New Jersey to provide charity funding are important factors in supporting DHLC operations. The Foundation raised $11.3 million last year, exceeding the $7.8 million raised in 2009, and expects to keep fundraising at the 2010 level in the current fiscal year. Combined DHLC and Foundation unrestricted cash at 2010 year end was $27 million, equating to 70.8 DCOH and the Foundation transfer to DHLC was reduced to $1.7 million in 2010 from $2.2 million in the prior year and from the high of $13 million in 2008. Going forward management expects the Foundation contribution to be at approximately $3.8 to $4 million annually. The state support for the institution is being maintained for the time being with $6.6 million committed for the current fiscal year, actually a slight increase over last year. Unrestricted cash at May 31, 2011 is down to $16.5 million, but exceeds the prior year period by $3.8 million. The lower mid-year cash position is due to the several factors including: 1) reduction of accounts payable of $2.5 million, 2)the bulk of the fundraising typically realized in the fourth quarter of the calendar year and the timing of the receipt of the New Jersey charity funding, anticipated to come in July. Coverage of MADS, including the Foundation transfer, was 2.3 times (x) in fiscal 2010. The Stable Outlook is based on Fitch's expectation that DLHC will be able to continue to maintain the improvement in its operating performance at a lower operating loss level, reducing the need for Foundation transfers, which will further stabilize the organization's liquidity position. Deborah Heart and Lung Center is a 139-bed tertiary care cardiac, pulmonary, and vascular care facility, which is located in Browns Mills, NJ (approximately 20 miles from Trenton). DHLC had total revenues of approximately $139 million in fiscal 2010. DHLC covenants to disclose only annual audited financial information (within 120 days) to the Municipal Securities Rulemaking Board's EMMA system, which Fitch views negatively. However, Fitch does note that DHLC's bond covenants date back to documents produced in 1993 when the expectations for disclosure were not as thorough. Currently, DHLC does provide unaudited interim quarterly and annual audited information to the trustee and the New Jersey Health Care Facilities Authority as well as to bondholders upon request. DELTA AIR: Offers Investor Update For June 2011 Quarter ------------------------------------------------------- In an investor update filed with the Securities and Exchange Commission on June 27, 2011, Delta Air Lines, Inc. provided guidance for the June 2011 quarter. Delta Senior Vice President and Chief Financial Officer Hank Halter said that Delta expects to have a solidly profitable June quarter, with an operating margin of 6.5 to 7.0%, as higher revenues have largely offset the impact of more than $1 billion in higher fuel prices. Mr. Halter also said that: * June quarter unit revenue is expected to increase 10%. All entities have seen solid unit year over year revenue gains for the quarter, with strong yields offsetting lower load factors; * Delta is forecasting a June quarter all-in fuel price of $3.23 per gallon. Fuel prices will be $0.03 higher than previous guidance for the quarter and $0.91 higher than the same period in 2010. Higher fuel prices will result in over $1 billion higher fuel expense year over year; * for the September quarter, Delta anticipates the all-in fuel price to be $3.03 per gallon based on current market levels; and * non-fuel unit costs for the quarter are forecast to be higher than expected due to higher maintenance costs combined with lower capacity than planned. The company has implemented a number of initiatives designed to bring its unit cost performance back to 2010 levels by the end of year 2011. Guidance June Qtr 2010 ------------- Operating margin 6.5-7.0% (includes profit sharing expense) Consolidated fuel price, including taxes Hedges and option premiums $3.23 Capital Expenditures $300 million Cargo and other revenue $1.2 - 1.3 billion June Qtr 2011 vs. June Qtr 2010 ------------------------------- Passenger RASM Up 10% Consolidated CASM, excluding fuel and profit sharing expense Up 4.5 - 5.5% Mainline CASM, excluding fuel and profit sharing expense Up 2 - 3% System capacity Up 2% Domestic Flat to down 1% International Up 6 - 7% Mainline capacity Up 2 - 3% Domestic Flat to down 1% International Up 6 - 7% Share count * Delta expects approximately 844 million diluted weighted average shares and approximately 838 million basic weighted average shares outstanding. Delta's guidance for the June quarter 2011 in this investor update excludes special items. Delta excludes special items because management believes the exclusion of these items is helpful to investors in evaluating the company's recurring operational performance. Delta anticipates recording in the June 2011 quarter special items primarily associated with (1) mark-to- market adjustments related to fuel hedges, and (2) charges related to its voluntary workforce reduction program. Delta is unable to reconcile certain forward-looking projections to GAAP as the nature or amount of special items cannot be estimated at this time. A full-text copy of Delta's Investor Update is available for free at http://researcharchives.com/t/s?283 About Delta Air Lines Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. The Company's route network is centered on the hub system it operate at airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo- Narita. The hub operations include flights, which gather and distribute traffic from markets in the geographic region surrounding the hub to domestic and international cities and to other hubs. The network is supported by a fleet of aircraft, which is varied in terms of size and capabilities. On Dec. 31, 2009, the Company's wholly owned subsidiary Northwest Airlines, Inc., merged with and into Delta. The wholly owned subsidiary of the Company is Northwest Airlines Corporation. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines and Northwest Airlines carry a 'B/Stable/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's and "B-" LT Issuer Default rating from Fitch. S&P said at the end of February 2011 that its ratings on Atlanta, Ga.-based Delta Air Lines Inc. reflect its highly leveraged financial profile, with significant intermediate-term debt maturities, and the risks associated with participation in the price-competitive, cyclical, and capital-intensive airline industry. The ratings also incorporate the reduced debt load and operating costs Delta achieved while in Chapter 11 in 2005-2007, and its enhanced competitive position and synergistic opportunities associated with its 2008 merger with Northwest Airlines Corp. (parent of Northwest Airlines Inc.), with the two airlines fully integrated in December 2009. S&P characterize Delta's business risk profile as weak and its financial risk profile as highly leveraged. DELTA AIR: Releases 2010 Corporate Responsibility Report -------------------------------------------------------- Delta Air Lines released its 2010 Corporate Responsibility Report, which details the airline's environmental, safety, community, employee and financial performance for 2010, according to a company statement dated June 13, 2011. The report documents Delta's progress since its 2009 report, which was published last October. "This is an ongoing effort at Delta, and while we're proud of our performance last year, we're committed to improving even more in 2011 and the years ahead," said Helen Howes, Delta's managing director - Safety Health and Environment. Significant accomplishments in the 2010 report include: * Supporting Delta's ongoing commitment to reducing greenhouse gases by retiring older aircraft from the company's fleet and reducing the number of the least fuel efficient small jets and turboprops - efforts that reduced Delta's jet fuel consumption in 2010 by 57 million gallons. * Continuing Delta's ambitious recycling and waste reduction program, which in 2010 recycled more than 2.3 million pounds of waste. * Participating in natural disaster relief efforts. * Rewarding the efforts of Delta employees by distributing more than $340 million in Shared Rewards payments and profit sharing for 2010. * Becoming the first major airline to sign the ECPAT International (End Child Prostitution, Child Pornography and Trafficking of Children for Sexual Purposes) Code of Conduct for tourism. * Continuing a tradition of strong support for a wide variety of charitable organizations, including the Breast Cancer Research Foundation, the American Cancer Society Relay for Life, the American Red Cross, CARE and UNICEF. * Earning the top position in Fortune magazine's "World's Most Admired Companies" airline industry list. The full report, as well as the 2009 report, is available at http://news.delta.com/index.php?s=18&cat=49 About Delta Air Lines Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. The Company's route network is centered on the hub system it operate at airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo- Narita. The hub operations include flights, which gather and distribute traffic from markets in the geographic region surrounding the hub to domestic and international cities and to other hubs. The network is supported by a fleet of aircraft, which is varied in terms of size and capabilities. On Dec. 31, 2009, the Company's wholly owned subsidiary Northwest Airlines, Inc., merged with and into Delta. The wholly owned subsidiary of the Company is Northwest Airlines Corporation. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines and Northwest Airlines carry a 'B/Stable/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's and "B-" LT Issuer Default rating from Fitch. S&P said at the end of February 2011 that its ratings on Atlanta, Ga.-based Delta Air Lines Inc. reflect its highly leveraged financial profile, with significant intermediate-term debt maturities, and the risks associated with participation in the price-competitive, cyclical, and capital-intensive airline industry. The ratings also incorporate the reduced debt load and operating costs Delta achieved while in Chapter 11 in 2005-2007, and its enhanced competitive position and synergistic opportunities associated with its 2008 merger with Northwest Airlines Corp. (parent of Northwest Airlines Inc.), with the two airlines fully integrated in December 2009. S&P characterize Delta's business risk profile as weak and its financial risk profile as highly leveraged. DELTA AIR: ACLJ Concerned With Delta-Saudi Arabia Alliance ---------------------------------------------------------- The American Center for Law and Justice relates that the Delta Air Lines - Saudi Arabian Air Lines Alliance will further discriminatory policies that the Saudi Arabian Air Line has against Jews, Christians, and women, New American reports. New American points out that the Alliance may require Delta to ban Jews and holders of Israeli passports from boarding flights from the United States bound for Jeddah. Jeffrey Lovitky discovered the discriminatory policy and personally asked Richard Anderson, Delta's chief executive officer, about the policy. He was referred instead to Kathy M. Johnston, a customer care agent, who claimed that the policy was "beyond the control of Delta to fix, since it dealt with the laws of another country," New American further reveals. Ms. Johnston told Mr. Lovitky that Delta is forced to comply with all applicable laws in every country it serves and that passengers "are responsible to obtain the necessary travel documents required for entry into another country prior to their day of travel." In addition to outright passenger bans, Saudi Air Lines' restrictions include clothing requirements for women and banning passengers carrying religious objects like cross necklaces and Bibles. The ACLJ is reportedly asking the Federal Aviation Administration to intervene and Congress to investigate. Delta's Statement ATLANTA, Georgia -- June 24, 2011 -- Delta Air Lines issued the following statement: Delta Air Lines does not discriminate nor do we condone discrimination against any of our customers in regards to age, race, nationality, religion, or gender. Delta does not operate service to Saudi Arabia and does not codeshare with any airline on flights to that country. Delta does not intend to codeshare or share reciprocal benefits, such as frequent flier benefits, with Saudi Arabian Airlines, which we have confirmed with SkyTeam, an Amsterdam-based 14-member global airline alliance. Delta's only agreement with Saudi Arabian Airlines is a standard industry interline agreement, which allows passengers to book tickets on multiple carriers, similar to the standard interline agreements American Airlines, US Airways and Alaska Airlines have with Saudi Arabian Airlines. All of the three global airline alliances -- Star, which includes United Airlines; oneworld, which includes American Airlines, and SkyTeam, which includes Delta -- have members that fly to Saudi Arabia and are subject to that country's rules governing entry. About Delta Air Lines Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. The Company's route network is centered on the hub system it operate at airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo- Narita. The hub operations include flights, which gather and distribute traffic from markets in the geographic region surrounding the hub to domestic and international cities and to other hubs. The network is supported by a fleet of aircraft, which is varied in terms of size and capabilities. On Dec. 31, 2009, the Company's wholly owned subsidiary Northwest Airlines, Inc., merged with and into Delta. The wholly owned subsidiary of the Company is Northwest Airlines Corporation. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines and Northwest Airlines carry a 'B/Stable/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's and "B-" LT Issuer Default rating from Fitch. S&P said at the end of February 2011 that its ratings on Atlanta, Ga.-based Delta Air Lines Inc. reflect its highly leveraged financial profile, with significant intermediate-term debt maturities, and the risks associated with participation in the price-competitive, cyclical, and capital-intensive airline industry. The ratings also incorporate the reduced debt load and operating costs Delta achieved while in Chapter 11 in 2005-2007, and its enhanced competitive position and synergistic opportunities associated with its 2008 merger with Northwest Airlines Corp. (parent of Northwest Airlines Inc.), with the two airlines fully integrated in December 2009. S&P characterize Delta's business risk profile as weak and its financial risk profile as highly leveraged. D.R. HORTON: Fitch Affirms 'BB' Issuer Default Rating ----------------------------------------------------- Fitch Ratings has affirmed its ratings for D.R. Horton Inc., including the company's Issuer Default Rating at 'BB'. The Rating Outlook is Stable. The ratings and Outlook for DHI reflect the company's strong liquidity position, the successful execution of its business model, geographic and product line diversity, steady capital structure, and the still challenging U.S. housing environment. Recent macroeconomic housing statistics (new and existing home sales, single-family housing starts) are weak and disappointing, especially during the month of February. Although March statistics showed some improvement, April data eased again for starts and existing home sales. During the month of May, housing starts strengthened on a seasonally adjusted basis while new and existing home sales fell relative to the previous month. However, there is a seasonal pick-up in the spring orders compared to the winter. The public builders have reported clear improvement in traffic. Builder home prices are relatively stable. The public homebuilders were generally unprofitable in the first calendar quarter (excluding non-cash real estate charges) and revenues trailed a year ago levels. Builder comparisons are also challenging during the second quarter of 2011 and then ease in the third and fourth quarters. If the economy continues its advance and a moderate number of jobs are added, macroeconomic housing metrics should, for the most part, rise at a low single-digit pace this year and at a low double-digit pace in 2012. The company successfully managed its balance sheet during the housing downturn and generated significant operating cash flow. DHI has been aggressively reducing its debt over the past few years. Homebuilding debt declined from roughly $5.5 billion at June 30, 2006 to $1.96 billion currently, a 64% reduction. In November 2009, the company's Board of Directors authorized the early repurchase of up to $500 million of the company's debt securities. Following significant repurchase activity, the authorization was renewed in April 2010 and again in July 2010. DHI lowered its debt levels by $833.2 million and $1.02 billion during fiscal 2009 and 2010, respectively, through debt repurchases, maturities and early redemptions. Through the first six months of fiscal 2011 (ending March 31, 2011), the company has repurchased $127.2 million of senior notes. Subsequent to the end of the quarter, the company repurchased an additional $112.3 million of its $5.375% senior notes due 2012 and repaid $70.1 million of senior notes that became due on April 15, 2011. DHI has $106 million of senior notes maturing in August 2011 and the next major debt maturity is in May 2013, when $174.3 million of senior notes become due. DHI has solid liquidity with unrestricted homebuilding cash of $1.06 billion and marketable securities of $292.1 million as of March 31, 2011. DHI maintains a 6.4-year supply of lots (based on last 12 months deliveries), 76.5% of which are owned and the balance controlled through options. (The options share of total lots controlled is down sharply over the past four years as the company has written off substantial numbers of options.) Fitch expects the company to rebuild its land position as it increases its community count, although the primary focus will be optioning (or in some cases, purchasing for cash) finished lots wherein the company can get a faster return of its capital. DHI generated $260.5 million of cash flow from operations during the latest 12 month (LTM) period ending March 31, 2011. For all of fiscal 2011, Fitch expects DHI to be slightly cash flow positive. The ratings also reflect the company's relatively heavy speculative building activity (at times averaging 50%-60% of total inventory and 52.4% at March 31, 2011). The company has historically built a significant number of its homes on a speculative basis (i.e. begun construction before an order was in hand). DHI successfully executed this strategy in the past, including during the severe housing downturn. Admittedly, this strategy worked to DHI's advantage last year as the company had inventory available for sale to homebuyers taking advantage of the federal housing tax credit, which expired on April 30, 2010 and required homes to be delivered by June 30, 2010. Nevertheless, Fitch is more comfortable with the more moderate spec targets of 2004 and 2005, wherein spec inventory accounted for roughly 35%- 40% of homes under construction. Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Negative rating actions could occur if the anticipated recovery in housing does not materialize and the company prematurely steps up its land and development spending, leading to consistent and significant negative quarterly cash flow from operations and diminished liquidity position. Positive rating actions may be considered if the recovery in housing is sustained and is significantly better than Fitch's current outlook, DHI shows continuous improvement in credit metrics, and the company maintains a healthy liquidity position. Fitch has affirmed these ratings for DHI with a Stable Outlook: -- IDR at 'BB'; -- Senior unsecured debt at 'BB'. EDISON MISSION: Fitch Downgrades Long-Term IDR to 'B-' ------------------------------------------------------ Fitch Ratings has taken these rating actions on Edison Mission Energy and Midwest Generation LLC: Edison Mission Energy -- Long-term Issuer Default Rating downgraded to 'B-' from 'B'; -- Senior unsecured debt downgraded to 'CCC/RR5' from 'B-/RR5'; -- Short-term IDR affirmed at 'B'. Midwest Generation -- Long-term IDR downgraded to 'B-' from 'B'; -- Secured Working Capital Facility downgraded to 'BB-/RR1' from 'BB/RR1; -- Short-term IDR affirmed at 'B'. The Rating Outlook for both EME and MWG is Negative. More than $4 billion of long-term debt is affected by the rating actions. Key Rating Drivers: -- Margin expectations remain weak due to meaningfully higher costs from environmental regulations and low power prices. -- Power prices significantly below Fitch's expectations could lead to further deterioration in EME's already weak credit profile and future rating downgrades. -- EME's debt leverage is unsustainably high relative to cash flows. -- Identifiable cash flows from project financings and U.S. Treasury cash grants are expected to enhance liquidity and facilitate covenant compliance through 2012. -- EME's $1.2 billion of cash and cash equivalents provides a measure of financial flexibility. -- Ability to refinance expiring bank lines of credit in 2012 and maturing debt in 2013 at reasonable rates. EME Ratings Determined on a Stand Alone Basis: The ratings of EME and MWG reflect rating linkage between EME and MWG and assume no future support from ultimate parent EIX. The ratings and Negative Outlook for EME and MWG reflect weak credit metrics due to sharply lower power prices, higher non-traditional gas supply, lower cyclical demand for power and high capacity reserve margins. Narrower dark spreads are likely to remain a challenge in the near to intermediate term. Recovery Analysis Drives Instrument Ratings: Fitch's Recovery Rating of 'RR1' for MWG's secured credit facility reflects asset coverage in the range of 90% -- 100% based on Fitch's assumptions. As a result, MWG's secured term loan rating is placed three notches above its IDR at 'BB-'. EME's senior unsecured debt is estimated to see recoveries in the 10%-30% range, resulting in an 'RR5' Recovery Rating and a 'CCC' instrument rating, one notch below the company's 'B-' IDR. In its recovery analysis, Fitch values the power generation assets using a net present value (NPV) approach and its low gas case and plant valuation data provided by its third-party power market consultant, Wood Mackenzie and other assumptions. Liquidity Provides Some Flexibility: Importantly, Fitch's analysis indicates that identifiable cash from distributions to EME from renewable power project financings, U.S. Treasury grants, and operating cash flows will allow the company to remain current on its maturing obligations and comply with its financial covenants through 2013 at least, supporting the IDR of 'B-'. As of March 31, 2011, EME had $1.2 billion of cash and cash equivalents on its balance sheet. Outlook Negative Reflects Low Energy Prices: The Negative Outlook reflects Fitch's view that lower-than- expected wholesale power prices during the forecast period would result in future credit ratings downgrades. Fitch assumes modestly higher 2013-2015 wholesale power prices. The ratings and Outlook also consider environmental rules regarding sulfur dioxide, nitrogen oxide and mercury and anticipated greenhouse gas legislation, which pose significant long-term challenges for EME, in Fitch's opinion. An extended cycle of low power prices coupled with meaningfully higher environmental compliance costs, consistent with Fitch's outlook for the U.S. wholesale power market, could render EME insolvent in the longer term. Moreover, an extended period of power prices below those in Fitch's Outlook would likely exacerbate EME's financial distress and accelerate a potential insolvency, supporting the Negative Outlook. Significantly higher domestic natural gas supply from non- traditional resources combined with relatively high capacity reserve margins are likely to dampen power prices in the near to intermediate term resulting in continuing weak 2011-2015 credit metrics, in Fitch's estimation. EME's consolidated debt leverage is high and credit metrics anemic. As of LTM ending March 31, 2011, EME's FFO-to-interest expense was 1.8 times (x) and is expected to hover near zero in 2012 and 2013. LTM FFO-to-debt was approximately 6.4% at the end of the first quarter of 2011 and is estimated by Fitch to turn negative in 2012 and 2013, rebounding modestly in 2013-2014, reflecting a modest increase in power prices beginning in 12-18 months. Challenging High Debt Leverage: Debt leverage is likely to remain high in coming years as EME invests to comply with environmental regulations and selectively expands its presence in national renewable markets. EME's 2007 financial restructuring reduced debt at MWG, freeing-up future borrowing capacity to fund environmental capex. As a result of the company's 2007 financial restructuring, maturities are manageable at EME. Excluding relatively small scheduled non-recourse maturities, the next scheduled EME maturity is $500 million of senior unsecured notes in 2013. As of March 31, 2011, EME had total debt outstanding of approximately $6.3 billion (including off-balance sheet debt), representing 69% of total capital. EME had remaining borrowing capacity of $484 million under its $564 million credit facility and MWG $497 million remaining on its $500 million revolver at the end of the first quarter 2011. EME and MWG's secured bank facilities mature in June 2012. As of March 31, 2011, EME had $1.183 billion of cash and cash equivalents on its balance sheet. EME's ability to renegotiate its revolving credit lines and refinance its debt maturities at a reasonable rate is a key rating driver. Financial Covenant Compliance Expected Through 2012: Restrictive covenants in EME's current credit agreement require that the company maintain a minimum funds flow-to-interest coverage ratio of 1.20x or higher. The calculated ratio was 2.13x for the trailing four quarters ended March 31, 2011. Fitch notes that the numerator of the funds flow-to-interest coverage ratio includes funds distributed to EME from financing of certain wind assets and U.S. Treasury cash grants, which Fitch calculates raised the coverage ratio from 1.16x. Fitch believes that distributions from EME project financings and U.S. Treasury cash grants will be sufficient to enable the company to meet or exceed the minimum funds flow-to-interest coverage ratio of 1.20x through 2012. EME & MWG Ratings Linked: The ratings and Outlook for MWG reflect its position within the EME corporate family. MWG has little debt outstanding and benefits from strong debt leverage ratios. However, MWG's debt ratings are linked to EME through an inter-company loan of proceeds from the Powerton and Joliet sale/leaseback agreement from MWG to EME. In addition, EME provides a guarantee (which is pari passu with its senior unsecured notes) of MWG rent payments under the Powerton and Joliet lease agreement. Rising Environmental Costs a Key Concern: Environmental challenges loom large on the horizon. EME and MWG continue to evaluate whether to install emission control technologies to comply with existing state and federal regulations in the near to intermediate term or close non-compliant facilities. EME also continues to evaluate the use of alternatives to traditional dry flue-gas desulfurization technology to minimize capital costs and future new money debt financings. EME's consolidated margin and cash flows could be further challenged in the intermediate to long term by more stringent EPA rules and greenhouse gas regulations. The ratings also consider cost cutting efforts by management including renegotiation of turbine contracts with certain vendors. EMERALD LAKES: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Emerald Lakes Of Cocoa, LLC 1474-A West 84th Street Hialeah, FL 33014 Bankruptcy Case No.: 11-10094 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: David Luther Woodward, Esq. LAW OFFICES OF DAVID LUTHER WOODWARD, P.A. 1415 Lemhurst Road Pensacola, FL 32507 Tel: (850) 456-4010 Fax: (850) 456-1955 E-mail: dlw@woodlaw.pro Scheduled Assets: $3,639,000 Scheduled Debts: $4,879,008 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-10094.pdf The petition was signed by L. Michael Osman, manager. EXIDE TECHNOLOGIES: Has Deal to Settle Agere Claim -------------------------------------------------- Exide Technologies seeks court approval of an agreement with Agere Systems Inc. to settle Claim No. 5518. Pursuant to the agreement, Agere Systems will receive an allowed non-priority, general unsecured Class P4-A claim for $375,000, to be distributed in stock and warrants in accordance with the terms of Exide's restructuring plan. In exchange, Agere Systems agreed to withdraw Claim No. 5518 and release any other claims it has against Exide. It also agreed to dismiss its lawsuit against the company, which is pending in the U.S. District Court for the Eastern District of Pennsylvania. A copy of the agreement is available without charge at http://bankrupt.com/misc/Exide_StipAgere.pdf About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. FAITH CHRISTIAN: Court Approves Charles Wynn as Bankruptcy Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Florida authorized Faith Christian Family Church of Panama City Beach Inc., dba Faith Christian Family Church, to employ Charles M. Wynn Law Offices, P.A., as its bankruptcy counsel. The firm attested that it has no connection with the Debtor's creditors or any other party in interest or its attorneys. The Debtor has paid the firm a non-refundable retainer of $12,000. Costs were paid of $3,154. Based in Panama City Beach, Florida, Faith Christian Family Church of Panama City Beach Inc., dba Faith Christian Family Church, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50288) on May 24, 2011. The Debtor disclosed $11,339,469 in assets, and $3,361,477 in debts as of the Chapter 11 filing. The Debtor has filed a plan of reorganization that calls for the sale of its parsonage to pay off its creditors. FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative --------------------------------------------------------- Fitch Ratings has placed the ratings for Fidelity National Information Services, Inc. on Rating Watch Negative following the company's disclosure that it has made a preliminary approach regarding a possible cash offer to acquire the UK-based company, Misys PLC. Due to UK takeover law, there is no information available as to the offer or potential structure of a transaction nor is there any certainty that the companies will agree on a deal. However, Fitch believes that, based on the current stock price, an acquisition enterprise value could be in the range of $2.0 to $2.5 billion. Given the uncertainty surrounding this potential acquisition and its relative large size, Fitch believes a Rating Watch is appropriate at this time. Fitch would expect to resolve the Rating Watch at the point in time that more definitive information is available in regard to a transaction or the cessation of discussions between FIS and Misys is disclosed. It is Fitch's preliminary view that FIS could pursue an acquisition of this size financed entirely by debt and still retain its current ratings including its IDR at 'BB+'. However, this would be dependent on expectations for future debt reduction following any potential transaction among other items. A key consideration of FIS' ratings is its free cash flow (FCF) conversion rate and FCF to debt leverage metrics. Fitch believes that the company's capitalization of software development costs tends to exaggerate EBITDA on a relative basis. To compensate for this potential discrepancy, Fitch places greater emphasis on evaluating FIS' leverage on a cash flow basis relative to peers. Fitch estimates FIS' cash flow leverage (funds from operations less capex and dividends to total debt) at 11.2% for the LTM ended March 2011. This is above the median for 'BB' issuers at 8.1% but below the 'BBB' median of 12.2%. Fitch expects this figure to oscillate between the two ranges going forward as the company pursues potential debt financed acquisitions or shareholder friendly actions. While the company's steady operating model and sufficient cash flow generation reflect positively on the credit relative to other investment grade issuers, management's historical predisposition for debt financed acquisitions and investor friendly actions, including its strong consideration of a leveraged buyout, limit upside to the ratings. In fact, the stability of the company's cash flows combined with no meaningful financial and operational rationale for maintaining an investment grade rating, effectively limit the ratings given the company's current size as Fitch would expect any attempt to delever the company to be met by existing shareholder and outsider interest in using leverage to purchase a portion or potentially a majority of shares. Rating strengths include these: -- Stable end demand; -- Strong diversification, with increasing international diversification although highly dependent on small- and mid- tier banks; -- High switching costs. Rating concerns include: -- History of debt M&A and shareholder friendly actions; -- High fixed cost business; -- Minimal need to maintain ratings above 'BB'; -- Potential regulatory changes; -- Increasing competition from non-traditional competitors such as IBM and Oracle which have greater resources. Total liquidity as of March 31, 2011 was $1.2 billion consisting principally of $831 million available under FIS' $1 billion senior secured revolving credit facility, of which $112 million expires in January 2012 with the remaining portion expiring July 2014, and approximately $384 million in cash. Total debt as of March 31, 2011 was $5 billion and consisted principally of $188 million outstanding under FIS' aforementioned revolving credit facility, $337 million outstanding under a senior secured term loan maturing Jan 2012; $3.3 billion outstanding under senior secured term loans maturing July 2014; $600 million in 7.625% senior unsecured notes due July 2017; and $500 million in 7.875% senior unsecured notes due July 2020. Fitch places these ratings for FIS on Rating Watch Negative: -- Issuer Default Rating 'BB+'; -- $1 billion secured revolving credit facility (RCF) 'BB+'; -- Senior secured term loan A 'BB+'; -- Senior secured term loan B 'BB+'; -- $600 million in 7.625% senior unsecured notes due July 2017 'BB'; -- $500 million in 7.875% senior unsecured notes due July 2020 'BB'. FISHER ISLAND: Greenberg Traurig Okayed as Counsel for Examiner --------------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida authorized James S. Feltman, the appointed examiner in the involuntary Chapter 11 bankruptcy cases of Fisher Island Investments, Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc., to retain Greenberg Traurig, P.A., as his counsel. As reported in the Troubled Company Reporter on June 9, 2011, as counsel, Greenberg Traurig is assisting the examiner in executing his duties pursuant to Section 1106(a) of the Bankruptcy Code to render these services: a. taking all necessary actions to assist and advise the examiner with respect to his retention and the retention of other professionals to be retained by the examiner and the discharge of his duties and responsibilities under the examiner Order and the Bankruptcy Code in the Chapter 11 Cases; b. assisting the examiner in preparing pleadings and applications as may be necessary in the discharge of the examiner's duties; c. representing the examiner at all hearings and other proceedings before this Court, any appellate courts, and the U.S. Trustee; and advocating and protecting the interests of the examiner before such courts and the U.S. Trustee; d. representing the examiner in any dealings he may have with various governmental and regulatory authorities; e. representing the examiner in any dealings he may have with the Alleged Debtors, general creditors or any third party concerning matters related to the Alleged Debtors' estates; f. assisting the examiner in preparing his work plan and budget; g. assisting the examiner in retaining and directing the work of forensic accountants and investigative personnel; h. assisting with interviews and examinations in connection with the investigation; i. assisting the examiner in preparing his report; and j. performing all other necessary legal services and providing all other necessary legal advice to the examiner in connection with the Chapter 11 Cases including assisting the examiner in undertaking additional tasks that the Court may direct. Compensation will be payable to Greenberg Traurig on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm. The hourly rates applicable to the principal attorneys and paralegals are: James P.S. Leshaw $725 Ari Newman $315 Maribel R. Fontanez $205 Other attorneys and paralegals may render services to the examiner as needed. Generally, Greenberg Traurig's hourly rates are: Professionals Hourly Rates ------------- ------------ Shareholders $355 - $1,100 Associates $150 - $675 Paralegals $40 - $310 James P.S. Leshaw, Esq., a principal shareholder of Greenberg Traurig, P.A., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Fisher Island Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.; 601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an involuntary Chapter 11 petition against Miami Beach, Florida-based Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11- 17047) on March 17, 2011. On the same date, involuntary Chapter 11 petitions were also filed against the Company's affiliates, Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve, Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol presides over the case. The case was previously assigned to Judge Laurel M. Isicoff. Donald F. Walton, the U.S. Trustee for Region 21, appointed James S. Feltman as an examiner in the involuntary cases of the Debtors. FISHER ISLAND: Examiner Has OK for Mesirow Financial as Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida authorized James S. Feltman, the appointed examiner in the involuntary Chapter 11 cases of Fisher Island Investments, Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc., to retain Mesirow Financial Consulting LLC, as his financial advisor and investigators. As reported in the Troubled Company Reporter on June 16, 2011, MFC is expected to, among other things: -- investigate the ownership composition of the alleged Debtor, and investigate who are their actual and duly authorized representatives and attorneys; -- examine the promissory notes and other documentation (including guarantees, forbearance agreements and demand notices) upon which the petitioning creditors rely to allege their claims, the makes of such promissory notes, the makers' execution of the promissory notes, the payees thereof, and the overall propriety and authenticity of the promissory notes; and -- examine the assignments of the promissory notes, the parties thereto, and the execution thereof, and the overall propriety of the assignments. The examiner agreed to compensate MFC for professional services rendered at its normal hourly rates after allowance of a 10% discount. MFC has not received a retainer or prepayment from the examiner. The hourly rates of MFC's personnel are: Senior Managing Director/ Managing Director and Director $775 - $825 Senior Vice President $665 - $725 Vice President $565 - $625 Senior Associate $465 - $525 Associate $285 - $395 Paraprofessional $145 - $240 Mesirow Financial is also authorized to retain other investigative professionals or independent contractors as may be necessary to provide the services and to assist the examiner in executing his duties and responsibilities. To the best of the examiner's knowledge, MFC is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Fisher Island Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.; 601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an involuntary Chapter 11 petition against Miami Beach, Florida-based Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11- 17047) on March 17, 2011. On the same date, involuntary Chapter 11 petitions were also filed against the Company's affiliates, Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve, Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol presides over the case. The case was previously assigned to Judge Laurel M. Isicoff. Donald F. Walton, the U.S. Trustee for Region 21, appointed James S. Feltman as an examiner in the involuntary cases of the Debtors. FORTUNE LENDING: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fortune Lending Corp 4610 Riverstone Blvd., Suite 100 Missouri City, TX 77459 Bankruptcy Case No.: 11-35643 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Edward L Rothberg, Esq. HOOVER SLOVACEK, LLP 5847 San Felipe, Suite 2200 Houston, TX 77057 Tel: (713) 977-8686 Fax: (713) 977-5395 E-mail: rothberg@hooverslovacek.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 three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-35643.pdf The petition was signed by Rocky Lai, director and president. FPL ENERGY: S&P Cuts Rating on $365MM Sr. Secured Bonds to 'BB' --------------------------------------------------------------- Standard & Poor's Rating Services lowered its rating to 'BB' from 'BBB-' on FPL Energy National Wind LLC 's $365 million senior secured bonds due 2024. At the same time, Standard & Poor's lowered its rating to 'B' from 'B+' on FPL Energy National Wind Portfolio LLC's $100 million senior secured bonds due 2019. "We also assigned a '2' recovery rating to National Wind and revised the recovery rating to '6' from '4' on Wind Portfolio. The outlook on both projects is negative," S&P said. "The lowered ratings stem from the likelihood that debt service coverage ratios on National Wind and Wind Portfolio will be lower than anticipated after the expiration of their production tax credits in 2013 because of operations and maintenance costs that are significantly higher than anticipated," said Standard & Poor's credit analyst Grace Drinker. "While it is possible that some costs, in particular labor costs, may have the potential to fall as supply catches up with demand, the timing and level of that decline is uncertain," Ms. Drinker added. A continual underperformance of the portfolio due to a low wind resource, coupled with current operations and maintenance (O&M) expenses, could lead to the ratings being lowered further. "However, if financial performance stabilizes at the current level, we would likely revise the outlooks to stable. If O&M expenditures return to original projections, we would consider raising the ratings," S&P stated. FPL ENERGY: S&P Lowers Rating on $380MM Sr. Secured Bonds to 'B' ---------------------------------------------------------------- Standard & Poor's Rating Services lowered its rating to 'BB' from 'BBB-' on FPL Energy American Wind LLC's $380 million senior secured bonds due 2025. At the same time, Standard & Poor's lowered its rating to 'B' from 'B+' on FPL Energy Wind Funding LLC's $125 million senior secured bonds due 2017. The outlook on both bonds is negative. Finally, Standard & Poor's assigned a '1' recovery rating to American Wind and the '4' recovery rating on Wind Funding remains unchanged. "The lowered ratings stem from our view of the high probability of low debt service coverage ratios following the expiration of the wind portfolio's production tax credits in 2013 due to significantly higher operations and management costs compared to the original forecast," said Standard & Poor's credit analyst Grace Drinker. "We could lower the ratings further if the portfolio experiences continual underperformance due to a low wind resource, coupled with current O&M expenses; however, if financial performance stabilizes at the current levels we would likely revise the outlook to stable," Ms. Drinker added. GEORGES MARCIANO: Guess? Founder's Suit v. IRS Dismissed -------------------------------------------------------- Georges Marciano sued Douglas Shulman, in his official capacity as Commissioner of the Internal Revenue Service, seeking declaratory and injunctive relief and a writ of mandamus. Mr. Marciano alleges that the IRS has violated his rights by declining to investigate or audit his tax returns, and seeks to compel the IRS to provide him with an explanation and documentation of its understanding of his tax liability for certain years. Mr. Marciano alleges that in 2005 and 2006 he discovered numerous instances of fraud and embezzlement by his former employees that resulted in a loss of nearly $200,000,000 from accounts held by him or in which he had an interest. Believing these fraudulent transactions to have significant consequences for his tax liability, he attempted to obtain copies of his recent tax returns from the IRS. The IRS, however, was initially unable to provide him with tax returns for the years 2000, 2001, 2002, 2003, 2004 and 2006. The Commissioner seeks dismissal of the case, asserting that the Court lacks jurisdiction over certain of Mr. Marciano's claims and that the rest of his allegations fail to state a claim upon which relief may be granted. In a July 1, 2011 Memorandum Opinion, District Judge Henry H. Kennedy, Jr., granted the Motion to Dismiss. The case is Georges Marciano, v. Douglas Shulman, Commissioner of the Internal Revenue Service, Civil Action 09-01499 (D. D.C). A copy of the Court's ruling is available at http://is.gd/qe7Chu from Leagle.com. About Georges Marciano Georges Marciano is the co-founder of the apparel company Guess?, Inc. and an investor in various companies and real estate ventures. As reported in the Troubled Company Reporter on Oct. 30, 2009, three of the five former employees of Mr. Marciano, who won a $370 million libel judgment against him in July 2009, filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 09-39630) against the Guess? Inc. co-founder on Oct. 27 2009. Mr. Marciano challenged the involuntary petition for 14 months, and Judge Victoria S. Kaufman entered an order for relief against Mr. Marciano on Dec. 29, 2010. Georges Marciano is represented by: Daniel J. McCarthy, Esq. HILL, FARRER & BURRILL LLP 300 South Grand Avenue, 37th Floor Los Angeles, CA 90071-3147 Telephone: (213) 620-0460 E-mail: dmccarthy@hillfarrer.com The Petitioning Creditors -- Joseph Fahs, Steven Chapnick, and Elizabeth Tagle -- are represented by: Bradley E. Brook, Esq. LAW OFFICES OF BRADLEY E. BROOK 11500 W. Olympic Blvd., Suite 400 Los Angeles, CA 90064 Telephone: (310) 839-2004 E-mail: admin@bbrooklaw.com An Ad Hoc Committee of Unsecured Creditors is represented by: Peter A. Davidson, Esq. ERVIN COHEN & JESSUP LLP 9401 Wilshire Boulevard, 9th Floor Beverly Hills, CA 90212-2974 Telephone: (310) 273-6333 E-mail: pdavidson@ecjlaw.com GIBBS INVESTMENT: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Gibbs Investment Group, Inc. P.O. Box 2530 Blue Ridge, GA 30513 Bankruptcy Case No.: 11-22750 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: William C. McCurdy, Jr., Esq. WILLIAM C. MCCURDY, JR., LLC 12 North Main Street Jasper, GA 30143 Tel: (706) 253-7701 E-mail: lawoffice@mccurdylaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-22750.pdf The petition was signed by William Gibbs, authorized representative. GLAZIER GROUP: Seeks Approval of D'Arrigo Settlement Agreement -------------------------------------------------------------- The Glazier Group, Inc. seeks permission from Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to enter into a settlement agreement with D'Arrigo Food Service, Inc. and Foodland Distributors, Inc. The Bankruptcy Court scheduled a June 30, 2011 hearing to consider the Debtor's request. In January 2009, D'Arrigo and Foodland commenced an action in the U.S. District Court for the Southern District of New York against the Debtor and certain of the Debtor's affiliates, directors and employees, asserting a claim against the PACA Defendants for $209,212 for alleged violations of the Perishable Agricultural Commodities Act in connection with the sale and delivery of fresh fruits and vegetables to certain of the Debtor's Affiliates' restaurants. Both D' Arrigo and Foodland have filed proofs of claim in the Debtor's Chapter 11 Case, asserting secured claims for $278,265 -- Claim No. 26 -- and $47,467 -- Claim No. 27. The Parties entered into a formal agreement settling all claims and disputes between the Parties with these salient terms: * D'Arrigo's claims are recognized as qualified under the PACA Trust in the principal amount of $179,000, and D' Arrigo will receive payment by check in a single, lump-sum payment by the earlier of the date the Debtor's Plan of Reorganization is approved by the Court or Sept. 30, 2011; * Foodland's claims are recognized as qualified under the PACA Trust in the principal amount of $30,000, and Foodland will receive payment by check in a single, lump-sum payment by the earlier of the date the Debtor's Plan of Reorganization is approved by the Court or September 30, 2011; and * D'Arrigo and Foodland will execute a general release covering all P ACA Defendants. The Settlement Agreement provides for a speedy resolution of two secured claims and fixes these secured claims at roughly 65% of the total amounts claimed by D'Arrigo and Foodland in the Chapter 11 Case. The Debtor believes that the resolution of the claims at an approximate 35% discount is beneficial to its estate and will obviate the need for additional legal costs which would otherwise be expended in fixing those claims. About The Glazier Group New York-based The Glazier Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on Nov. 15, 2010. Frederick E. Schmidt, Esq., Joshua Joseph Angel, Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP, represent the Debtor in its restructuring effort. The Company disclosed assets of $15.2 million and liabilities of $26.8 million as of the Petition Date. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on an Official Committee of Unsecured Creditors. The Committee tapped SilvermanAcampora LLP as its counsel. GOLD HILL: Taps Keith Corporation as Marketing Agent ---------------------------------------------------- Gold Hill Enterprises LLC asks the U.S. Bankruptcy Court for the District of South Carolina for permission to employ the Keith Corporation as marketing and development agent. The firm will: 1) conduct a market analysis; 2) assist in establishing sales prices; 3) market the Company's real estate; 4) represent the Company in negotiations with prospective purchasers; and 5) other marketing and development services that may be necessary and appropriate during the pendency of the Chapter 11 bankruptcy. The firm will be paid the customary fees for the services. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Gold Hill Enterprises Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba Jennings Enterprises, filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No. 11-02458) on April 14, 2011. According to its schedules, the Debtor disclosed $11,938,596 in total assets and $7,351,872 in total debts. GOLD HILL: Taps Robert Palmer as Tax Accountant ----------------------------------------------- Gold Hill Enterprises LLC asks the U.S. Bankruptcy Court for the District of South Carolina for permission to employ Robert Palmer & Associates as tax accountant to assist in the preparation of all tax filings and returns required post petition, and other accounting services that may be necessary during the pendency of the Chapter 11 case. The firm will be paid the customary fees for the services. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba Jennings Enterprises, filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No. 11-02458) on April 14, 2011. According to its schedules, the Debtor disclosed $11,938,596 in total assets and $7,351,872 in total debts. GP WEST: Court Prohibits Cash Collateral Use Until July 7 --------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico, upon the request of CPG/GS PR LLC, prohibited GP West Inc. from using CPG/GS's cash collateral until the conclusion of the hearing to be held on July 7, 2011, at 9:30 a.m. CPG/GS is the purchaser and successor-in-interest of certain assets of First Bank Puerto Rico, including, among others, credit facilities pursuant to the loans of more than $127 million made by FBPR to the Debtor or the Debtor's related parties and guaranteed by the Debtor. As of May 26, 2011, the outstanding principal balance under the Loan Agreements was not less than $120,262,455, plus $7,604,261, in accrued and unpaid interest, for a total outstanding balance of principal and interest aggregating not less than $127,866,716, of which $8,832,559 principal and more than $500,000 interest was then overdue and payable in respect of the GP West Loan Agreement. CPG/GS said that since the Petition Date, the Debtor has not deposited any payments on accounts receivables or rents in any segregated accounts at CPG/GS. Accordingly, CPG/GS asked the Court to prevent the Debtor's unauthorized use of Cash Collateral. CPG/GS is represented by: Hermann D. Bauer Alvarez, Esq. O'Neill & Borges American International Plaza 250 Munoz Rivera Avenue, Suite 800 San Juan, Puerto Rico 00918-1813 Tel: (787) 764-8181 Fax: (787) 753-8944 About GP West San Juan, Puerto Rico-based GP West, Inc., filed a voluntary Chapter 11 petition (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011. The Debtor disclosed assets of $13,384,251 and debts of $132,825,590. Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer Piquer, in San Juan, Puerto Rico -- ejcr98@yahoo.com -- serves as the Debtor's bankruptcy counsel. CPA Luis R. Carrasquillo & Co., P.S.C, serves as the Debtor's financial consultant. GP West's affiliate, Swiss Chalet Inc., also filed for Chapter 11 protection. GP WEST: Sec. 341 Creditors' Meeting Set for July 15 ---------------------------------------------------- The U.S. Trustee for Region 21 in Puerto Rico will convene a meeting of creditors in the bankruptcy case of GP West, Inc., pursuant to 11 U.S.C. Sec. 341(a) on July 15, 2011, at 9:00 a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, in San Juan. The last day to oppose discharge or dischargeability is Sept. 13, 2011. Proofs of claim are due Oct. 13, 2011. Government proofs of claim are due Dec. 7, 2011. About GP West San Juan, Puerto Rico-based GP West, Inc., filed a voluntary Chapter 11 petition (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011. The Debtor disclosed assets of $13,384,251 and debts of $132,825,590. Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer Piquer, in San Juan, Puerto Rico -- ejcr98@yahoo.com -- serves as the Debtor's bankruptcy counsel. CPA Luis R. Carrasquillo & Co., P.S.C, serves as the Debtor's financial consultant. GP West's affiliate, Swiss Chalet Inc., also filed for Chapter 11 protection. GREAT ATLANTIC & PACIFIC: New Supply Deal With C&S Approved ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Great Atlantic & Pacific Tea Co. received court approval for a new contract with C&S Wholesale Grocers Inc., its principal supplier. The contract is designed to save A&P $50 million a year when the supermarket operator emerges from Chapter 11 reorganization. There were no objections. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREENWOOD ESTATES: Court Dismisses Reorganization Case ------------------------------------------------------ The Hon. Judge Susan Pierson of the U.S. Bankruptcy Court for the Northern District of Illinois, in a June 7, 2011, order, dismissed the Chapter 11 case of Greenwood Estates MHC, LLC. The U.S. Trustee for Region 11, asked that the Court convert or dismiss the Debtor's case for these reasons: -- the Debtor is delinquent on payment of the U.S. Trustee fees in the amount of $5,800; and -- the Debtor's counsel has filed a motion to withdraw as counsel leaving the Debtor corporation without the benefit of a counsel. The Court's order provides that the Debtor is barred from filing a voluntary petition for relief under either Chapter 7 or 11 of the U.S. Code for 180 days from the dismissal date. About Greenwood Estates Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner of a manufactured community, consisting of 594 sites, situated on 96.358 acres located at 1598 US 31 South, Greenwood, Indiana. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-33988) on July 30, 2010. Eugene Crane, Esq., Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, assisted the Debtor in its restructuring effort. Counsel's services were terminated on May 4, 2011. In its schedules, the Debtor disclosed assets of $28,601,206 and liabilities of $25,456,180 as of the Petition Date. GRUPO TMM: Salles Sainz-Grant Thornton Raises Going Concern Doubt ----------------------------------------------------------------- Grupo TMM, S.A.B., filed on June 30, 2011, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2010. Salles Sainz-Grant Thornton, S.C., in Mexico City, Mexico, expressed substantial doubt about Grupo TMM, S.A.B.'s ability to continue as a going concern. The independent auditors noted that the Company has incurred net losses in recent years, principally as a result of its comprehensive financing cost. The Company reported a net loss of US$78.9 million on US$305.4 million of revenues for 2010, compared with a net loss of US$95.7 million on US$308.4 million of revenues for 2009. The Company's balance sheet at Dec. 31, 2010, showed US$1.076 billion in total assets, US$971.0 million in total liabilities, and stockholders' equity of US$104.9 million. A copy of the Form 20-F is available at http://is.gd/bftHT8 Headquartered in Mexico City, Grupo TMM, S.A.B. (NYSE: TMM and BMV: TMM A) -- http://www.grupotmm.com/-- provides a combination of ocean and land transportation services. HARRINGTON WEST: Plan Confirmation Hearing on Sept. 14 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Harrington West Financial Group Inc., the parent of failed Los Padres Bank FSB, scheduled a Sept. 14 confirmation hearing for approval of the Chapter 11 plan after the bankruptcy court held a hearing in June for approval of the explanatory disclosure statement. According to the report, the disclosure statement tells unsecured creditors and holders of $25.8 million in trust-preferred securities that they stand to recover 0.2% from the liquidating trust created under the plan. Harrington West Financial Group, Inc., filed a voluntary petition to liquidate its assets under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 10-14677) on Sept. 10, 2010. The holding company filed under Chapter 11 after its banking unit, Los Padres Bank FSB, was taken over by regulators in August 2010. Sharon M. Kopman, Esq., at Landau Gottfried & Berger LLP, in Los Angeles, serves as Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $579,282 in assets and $26,004,000 in liabilities. HARRY & DAVID: Sets Aug. 11 Reorganization Plan Confirmation ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Harry & David Holdings Inc. will return to bankruptcy court on Aug. 11 for a confirmation hearing to approve the Chapter 11 reorganization plan. The bankruptcy judge approved the disclosure statement following a June 24 hearing. According to the report, the Debtor modified the plan last month to gain support from the official unsecured creditors' committee. The modified plan provides for these terms: * Unsecured creditors are to receive 10% in total, with 40% of that coming in 2012 and 60% in 2013. * Pension Benefit Guaranty Corp. and holders of $58.2 million in senior floating-rate notes and $148.2 million in senior fixed- rate notes are in a class together. In return for their claims, they are to receive 146,000 new common shares and the right to purchase another 733,000 shares, or about 74.9%, in a $55 million rights offering. The recovery for noteholders is estimated between 2% and 17.4% for participants in the rights offering. For those not participating, the recovery is 4.2% to 10%, according to the disclosure statement. * The proceeds of the $55 million rights offering will be used to repay the $55 million in second-lien financing for the Chapter 11 case. Noteholders are backstopping the rights offering. As a fee, they will receive 50,000 shares. * Existing lenders providing $100 million in first-lien financing for the bankruptcy case will continue the loan when the company emerges from Chapter 11. The original plan was agreed to before bankruptcy with holders of 81 percent of the senior notes, including Wasserstein & Co., which also owns 63% of the stock. Wells Fargo Bank is indenture trustee for the noteholders. 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. David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local 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. 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: Court OKs Duff & Phelps as Committee Advisors ---------------------------------------------------------- The U.S. Bankruptcy Court for Southern District Of Florida has approved the application of HearUSA, Inc.'s creditors committee of unsecured debtors to employ Brent Williams, CPA and the firm of Duff & Phelps, LLC as financial advisor. As reported in the Troubled Company Reporter on June 22, 2011, HearUSA, Inc. opposed the Committee's retention of Duff & Phelps. The Debtor said the Committee failed to justify the unnecessary expense to the Debtor's estate of the Committee's retention of a financial advisor, investment banker and forensic accountant under the circumstances. As the Committee's financial advisor, the firm will, among other things: a) analyze any sale, merger, divestiture, joint-venture, or investment transaction, including the proposed structure and form thereof; b) assist in the determination of an appropriate go-forward/ post emergence capital structure for the Company; and c) assist the Committee in developing, evaluating, structuring and negotiating the terms and conditions of a restructuring or Plan of Reorganization, including the value of the securities, if any, that may be issued to the Committee under any such restructuring or Plan. The Committee proposes that the Debtor will pay Duff & Phelps a cash monthly fee of $75,000. Mr. Williams, managing director of the firm, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About HearUSA, Inc. 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. HELIPLANE AIRCRAFT: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Heliplane Aircraft Corporation International dba HACI 4850 Orange Avenue, Bay No. 8 Fort Pierce, FL 34947 Bankruptcy Case No.: 11-28697 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Brad Culverhouse, Esq. 320 S Indian River Dr # 100 Ft Pierce, FL 34950 Tel: (772) 465-7572 E-mail: bradculverhouselaw@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-28697.pdf The petition was signed by Eugene W. Ferrel, president. HFG MAGTEX: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: HFG Magtex, LP 4560 Beltline Rd., #350 Addison, TX 75001 Bankruptcy Case No.: 11-34325 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Melissa S. Hayward, Esq. FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expry, Suite 106 Dallas, TX 75231 Tel: (972) 755-7104 Fax: (972) 755-7114 E-mail: MHayward@FSLHlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Brady Giddens, president of general partner, HFGMAGTX GP, LLC. Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- HFG VOC, LP 11-34326-bjh11 HFG VOM, LP 11-34327-sgj11 HFG-LW Holdings, Ltd. 11-34328-sgj11 HFG-RL INV-03, Ltd. 11-34329-bjh11 Holigan Land Development, Ltd. 11-34330-sgj11 HINGHAM CAMPUS: Alvarez & Marsal's Rundell to Serve as CRO ---------------------------------------------------------- Hingham Campus, LLC, seeks Bankruptcy Court permission to employ Alvarez & Marsal Healthcare Industry, LLC, to provide Hingham a Chief Restructuring Officer, and additional personnel; and to appoint A&M's Paul Rundell as CRO. A&M was retained by Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, the sole member of Hingham, pursuant to an Engagement Letter by and between Senior Living and A&M, dated April 2, 2009. Mr. Rundell is the Plan Administrator for Senior Living. On June 1, 2011, Senior Living and A&M entered into a Second Addendum to the Engagement Letter, pursuant to which, among other things, A&M and Senior Living agreed to appoint Mr. Rundell as Hingham's CRO. In addition, Mr. Rundell provides analysis and advice to Linden Ponds, pursuant to the Management Agreement. Mr. Rundell is a managing director of A&M and has worked as a turnaround consultant and financial advisor for over 13 years. Mr. Rundell has a great breadth of financial restructuring experience as a result of having served in both senior management positions and as a restructuring advisor to large companies. Mr. Rundell has advised or served as a senior executive for, among others, St. Vincent's Catholic Medical Centers, Sunwest Management Inc., and National Benevolent Association. Hingham has agreed to compensate A&M monthly for the hourly services rendered by Mr. Rundell, as CRO, and the Additional Personnel, to the extent necessary to assist Mr. Rundell in his role as CRO, at these hourly rates: Managing Directors $600-$700 Senior Directors $475-$550 Directors $400-$500 Associates $325-$400 Analysts $200-$275 Hingham has agreed to indemnify the CRO in the same fashion provided to Hingham's other officers and directors and certain related parties. Mr. Rundell attests that A&M does not represent any interest materially adverse to Hingham, its creditors, the United States Trustee for the Northern District of Texas, any person employed by the United States Trustee for the Northern District of Texas, or any other party in interest. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15, 2011. 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. HINGHAM CAMPUS: Taps Epiq as Claims and Noticing Agent ------------------------------------------------------ Hingham Campus LLC and Linden Ponds Inc. ask the Bankruptcy Court to approve the appointment of Epiq Bankruptcy Solutions, LLC, as the noticing, claims, and balloting agent. The Debtors have hundreds of creditors and parties in interest to whom notices must be sent. Given the size of their creditor body, the Debtors said it will be more efficient and less burdensome on the Clerk of the Court to have Epiq undertake the tasks associated with noticing the Debtors' hundreds of creditors and parties in interest and processing proofs of claim that may be filed. Bradley J. Tuttle, Vice President and Senior Managing Consultant at Epiq, attests that his firm's officers and employees do not have any connection with or any interest adverse to the Debtors, their creditors, or any other party in interest, or their attorneys and accountants. Epiq received a retainer from the Debtors of $25,000 prior to the Petition Date. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15, 2011. 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. HINGHAM CAMPUS: Hires DLA Piper as Bankruptcy Counsel ----------------------------------------------------- Hingham Campus, LLC, seeks approval of its employment of DLA Piper LLP (US) as bankruptcy counsel, according to these hourly rates: Professional Rate Per Hour ------------ ------------- Thomas Califano $910 George B. South III $870 Jeremy Johnson $785 Vincent Slusher $655 J. Seth Moore $670 Jason Karaffa $590 Julie Sobel $455 Andrew Zollinger $400 Elena Otero Keil $395 Evelyn Rodriguez $255 Thomas R. Califano, Esq., attests that DLA Piper and its partners, counsel and associates (a) are not creditors, equity security holders or insiders of Hingham; (b) are not, and within two years prior to the Petition Date were not, directors, officers or employees of Hingham; (c) have no connection with Hingham, any of Hingham's creditors, any other party in interest, any of their attorneys or accountants, the Office of the United States Trustee for the Northern District of Texas, or any judge of the Court; and (d) do not hold or represent any interest materially adverse to Hingham's estate. DLA Piper is a "disinterested person" within the meaning of Bankruptcy Code section 101(14). About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. HINGHAM CAMPUS: Hires Houlihan Lokey as Investment Banker --------------------------------------------------------- Hingham Campus LLC and Linden Ponds Inc. seek to employ Houlihan Lokey Capital, Inc., as their investment banker and financial advisor, pursuant to an engagement agreement dated Dec. 1, 2010. The Houlihan Lokey's Agreement with the Debtors was structured as an addendum to the original engagement agreement between Erickson Retirement Communities LLC and Houlihan Lokey dated March 19, 2009, as approved by an order dated Nov. 24, 2009, entered by the U.S. Bankruptcy Court for the Northern District of Texas in the Chapter 11 cases of Erickson Retirement Communities, now known as Senior Living Retirement Communities, LLC. The Debtors propose to pay Houlihan Lokey according to this fee structure: -- A non-refundable cash advance of $75,000; -- $1,522,300 in the event the Debtors consummate a restructuring transaction; the fee will increase by 20% if the Debtors consummate the transaction pursuant to the pre-arranged plan and the deal is approved by the Court within six months from the petition date; and -- If the Debtors elect to pursue other corporate finance transactions, including a sale or financing transaction, they will offer Houlihan Lokey the right to act as exclusive placement agent or financial advisor in connection with those transactions. Matthew Niemann, Managing Director at Houlihan Lokey's Chicago office, attests that his firm is a "disinterested person" within the meaning of Bankruptcy Code section 101(14). About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. HUBBARD PROPERTIES: Committee Can Hire Hill Ward as Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Hubbard Properties, LLC, to retain Patrick M. Mosley, Michael P. Brundage and the law firm of Hill Ward & Henderson PA as its counsel. As reported in the Troubled Company Reporter on June 6, 2011, the firm has agreed to: -- analyze all material aspects of the Debtor's financial condition and operation of its business with the emphasis upon evaluating the propriety of the Debtor's proposed plan and negotiation of a plan that is fair and equitable to the unsecured creditors; -- analyze the insider and affiliate relationships to the Debtor, both pre-petition and post-petition to determine whether there are any avoidance actions, improprieties or other concerns that should be brought to the attention of the Court and the creditors; -- analyze the actions and activities of secured creditor Investor Warranty of America, Inc., to determine whether the estate holds any claims, causes of actions or rights to set off or other similar remedies that may be exercised as to IWA such that the return to unsecured creditors may be enhanced; and -- pursue, to the extent appropriate, any actions, positions or remedies on behalf of all general unsecured creditors of the estate such that unsecured creditors shall receive the most appropriate and favorable treatment that can be achieved under the attendant circumstances of the case. The hourly rates of the firm's personnel are: Michael P. Brundage, Esq. $400 Patrick M. Mosley, Esq. $275 R. Travis Santos, Esq. $200 Mr. Brundage,a shareholder of Hill Ward, assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hubbard Properties Hubbard Properties owns tourist and entertainment center John's Pass Village in Madeira Beach, Florida. Hubbard Properties said it owes $22 million to Investors Warranty of America. Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011. David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel. The Debtor also tapped Bacon & Bacon, P.A., as special counsel; Van Middlesworth and Company, P.A., as accountant; and Claims Strategies Group, LLC, as claim consultant. The Debtor disclosed $12,572,058 in assets and $23,829,629 in liabilities as of the petition date. Donald F. Walton, U.S. Trustee for Region 21, appointed three unsecured creditors to the Official Committee of Unsecured Creditors in the Debtor's case. Hill, Ward & Henderson, P.A., represents the Committee. HUBBARD PROPERTIES: Taps Buzbee Law Firm on BP Oil Spill Claim -------------------------------------------------------------- Hubbard Properties, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Tony Buzbee and The Buzbee Law Firm as special counsel in connection with the assessment and recovery of the Debtor's BP oil spill claim. The Debtor is a Florida limited liability company that owns and operates a retail and entertainment complex located in Madeira Beach, Florida, commonly known as the John's Pass Boardwalk. The property consists of approximately 36,359 square feet of retail space located in five buildings and a 350-car parking garage. On Jan. 12, 2011, the Debtor submitted a claim in the amount of $350,000 to the Gulf Coast Claims Facility to recover losses sustained from the Deepwater Horizon oil spill, which occurred in April 2010. The Debtor requires specialized legal assistance to pursue a recovery on account of the BP Claim. Caroline Adams, an attorney at Buzbee Law, tells the Court that Buzbee has agreed to represent the Debtor on a contingency basis: a. 20% interest of any monetary recovery on the BP claim which results from the outcome from an administrative proceeding through the GCCF or related facility; b. 33-1/3% interest of any monetary recovery on the BP claim, which results after a lawsuit, has been filed on the BP claim. Ms. Adams assures the Court that Buzbee is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Ms. Adams can be reached at: THE BUZBEE LAW FIRM 600 Travis, Suite 7300 Houston, TX 77002 About Hubbard Properties Hubbard Properties owns tourist and entertainment center John's Pass Village in Madeira Beach, Florida. Hubbard Properties said it owes $22 million to Investors Warranty of America. Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011. David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel. The Debtor also tapped Bacon & Bacon, P.A., as special counsel; Van Middlesworth and Company, P.A., as accountant; and Claims Strategies Group, LLC, as claim consultant. The Debtor disclosed $12,572,058 in assets and $23,829,629 in liabilities as of the petition date. Donald F. Walton, U.S. Trustee for Region 21, appointed three unsecured creditors to the Official Committee of Unsecured Creditors in the Debtor's case. Hill, Ward & Henderson, P.A., represents the Committee. HUBBARD PROPERTIES: Trustee Wants Request for Accountant Denied --------------------------------------------------------------- Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S. Bankruptcy Court for the Middle District of Florida to deny Hubbard Properties, LLC's request to employ Van Middlesworth & Company, P.A. as accountant to prepare a tax return, assist in filing a BP oil spill claim, and provide general accounting support. The U.S. Trustee explains that by virtue of its potential claim for services rendered prepetition, VMC is not disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. The U.S. Trustee adds that the employment of VMC is not in the ordinary course and VMC is clearly a professional person. Consequently, VMC must be retained and meet the requirements of disinterestedness. As reported in the Troubled Company Reporter on June 6, 2011, the firm will assist the Debtor with preparing the Debtor's 2010 tax return, filing the Debtor's BP Oil spill claim, and providing general accounting support. The Debtor will pay VMC on a monthly basis for the accounting services at a blended hourly rate of $165. VMC holds a claim for amounts due from the Debtor on account of unpaid pre-petition services rendered in the amount of $18,561. Guy Van Middlesworth, a Certified Public Accountant and the president of VMC, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Hubbard Properties Hubbard Properties owns tourist and entertainment center John's Pass Village in Madeira Beach, Florida. Hubbard Properties said it owes $22 million to Investors Warranty of America. Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011. David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel. The Debtor also tapped Bacon & Bacon, P.A., as special counsel; Van Middlesworth and Company, P.A., as accountant; and Claims Strategies Group, LLC, as claim consultant. The Debtor disclosed $12,572,058 in assets and $23,829,629 in liabilities as of the petition date. Donald F. Walton, U.S. Trustee for Region 21, appointed three unsecured creditors to the Official Committee of Unsecured Creditors in the Debtor's case. Hill, Ward & Henderson, P.A., represents the Committee. HUDSON PRODUCTS: S&P Revises Outlook on 'B-' Rating to Negative --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Hudson Products Holdings Inc. to negative from stable and affirmed the 'B-' corporate credit rating on the company. The rating on the company's senior secured debt remains 'B-', same as the corporate credit rating on the company. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of default. "The negative outlook reflects the weak ACHE pricing environment, the company's very aggressive debt leverage measures, weak interest coverage measures, and less than adequate liquidity," said Standard & Poor's credit analyst Stephen Scovotti. "The pricing environment on new ACHE projects has been pressured by increased competition from South Korean manufacturers in the Middle Eastern market, and excess capacity in North America. In addition, Hudson's key credit metrics have deteriorated. We expect adjusted total debt to EBITDA to be aggressive at more than 10.0x by year end 2011." The rating on Hudson Products Holdings Inc. reflects its exposure to cyclical end markets, limited scale of operations, aggressive debt leverage, and weak interest coverage. The rating also reflects Hudson's leading market share, low maintenance capital spending requirements, and its less-than-adequate liquidity. The company maintains a leading market position in the axial flow fan market domestically and globally. It also maintains a good market position in the ACHE market domestically, although the company has struggled with its pricing power historically. The company has been in the ACHE fan business since 1939, resulting in a large installed base that requires maintenance and replacement over time; this provides a degree of cash flow stability for its aftermarket parts and service segment. The negative outlook reflects the weak ACHE pricing environment, the company's very aggressive debt leverage measures, weak interest coverage measures and less than adequate liquidity. "We will consider a downgrade in the next 12 months if market conditions continue to weaken and we believe that liquidity would erode to below $20 million. However, we could revise the outlook to stable if industry conditions strengthen, such that the company is able to maintain adjusted debt to EBITDA below 8.0x and EBITDA to interest coverage stays above 1.2x along with adequate liquidity," S&P stated. IMUA BLUEHEN: O'Connor Playdon to Serve as General Counsel ---------------------------------------------------------- Imua Bluehen, LLC, said it requires counsel to advise and represent it in its Chapter 11 case, including the preparation of its schedules of assets and liabilities, and statement of financial affairs, prepare the Monthly Operating Reports and a Plan of Reorganization. In this regard, Imua Bluehens seeks to employ O'Connor Playdon & Guben LLP. On June 13, 2011, the Debtor paid OPG $30,000 as pre-petition retainer. Jerrold K. Guben, Esq., a partner at the firm, attests that OPG is disinterested within the meaning of Section 101(14) of the Bankruptcy Code and Rule 2014, F.R.B.P. and does not hold or represent any interest materially adverse to the interest of the estate or any class of creditors or members of the Debtor's limited liability company by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or for any other reason. Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by James K. Kai, manager. IMUA BLUEHENS: To File Schedules and Statement by July 18 --------------------------------------------------------- Imua Bluehens, LLC, requested additional time to file its schedules of assets and liabilities and statement of financial affairs. Those financial documents were originally due July 1. The Debtor is requesting an extension until July 18, saying it needs extra time to gather the information on its assets and liabilities to be able to complete and prepare its Schedules and Statement. Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by James K. Kai, manager. IMUA BLUEHENS: Has Interim OK to Use Greenwich Collateral --------------------------------------------------------- Imua Bluehens, LLC, won interim authority to use the cash collateral of its two consensual secured creditors GCCFC 2007-GG11 Ka Uka Boulevard, LLC -- Greenwich -- and the Department of Taxation, State of Hawaii. The total scheduled amount due the Secured Creditors, as of the Petition Date, is roughly $10 million secured by a First and Second Mortgages, Promissory Note and Financing Statement. The Debtor will use the Secured Creditors' Cash Collateral to pay operating expenses for the period to July 31, 2011, until the Court schedules a final hearing on its request. The Debtor proposes to provide adequate protection for the use of Cash Collateral by providing Greenwich with replacement liens having the same priority and extent as the Secured Creditor's existing security interests in its pre-petition collateral, in each Secured Creditors' collateral and priority and to the same extent and as its pre-petition liens, and subject to the same rights and challenges by or on behalf of the Debtor and payment of $30,000 for the period to July 31, 2011 for 30 days. The Court set a further hearing for July 18, 2011, at 2:00 p.m. to consider the Cash Collateral Motion. Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by James K. Kai, manager. JACKSON TRUCK: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Jackson Truck & Trailer Repair, Inc. P.O. Box 6366 Pearl, MS 39288-6366 Bankruptcy Case No.: 11-02296 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson Divisional Office) Judge: Edward Ellington Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 248 East Capitol Street, Suite 539 Jackson, MS 39201 Tel: (601) 948-0586 Fax: (601) 948-0588 E-mail: wnewman95@msn.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 four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mssb11-02296.pdf The petition was signed by Raleigh J. Williams, secretary treasurer and director. JOHN BLEAKLEY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: John Bleakley R.V. Center, Inc. 6200 Fairburn Road Douglasville, GA 30134 Bankruptcy Case No.: 11-69006 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: cmccord@joneswalden.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/ganb11-69006.pdf The petition was signed by John Bleakley, CEO/president. KT SPEARS: Okin Adams Approved to Handle Reorganization Case ------------------------------------------------------------ The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas authorized KT Spears Creek, LLC, to employ Matthew S. Okin and Okin Adams & Kilmer LLP as bankruptcy counsel. As reported in the Troubled Company Reporter on May 23, 2011, Okin Adams is expected to, among other things: a) assist and advise the Debtor in its consultations relative to the administration of this case; b) assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and c) assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives. The primary attorneys at Okin Adams who will represent the Debtor and their rates are: Matthew S. Okin, partner $375 Greg Young, partner $350 Maggie D. Conner, associate $275 In addition, Okin Adams will charge $95-$130 per hour for the work of legal assistants on this matter. The Debtors assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About KT Spears KT Spears Creek, LLC, is a real estate holding company. One of these real estate holding includes an operating apartment complex and an additional area on which a second apartment complex may be constructed. The operating apartment complex, Greenhill Parish Crossing Apartments Homes, located in Elgin, S.C., is substantially occupied. The Debtor's remaining two real estate holdings are comprised of undeveloped commercial land. KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge Letitia Z. Paul presiding. Magdalene Duchamp Conner, Esq., at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $13,104,543 in assets and $29,851,834 in liabilities as of the Chapter 11 filing. No official committee of unsecured creditors has been appointed in the case. On Nov. 12, 2010, the Court of Common Pleas appointed Henry W. Moore of Colliers International as receiver over certain property, including the Greenhill Apartments and rents and profits therefrom. LA FUENTE: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: La Fuente, Inc. dba La Fuente Primary Home Care La Fuente Adult Day Care 801 W. Expressway 83 P.O. Box 280 Sulivan City, Tx 78595 Bankruptcy Case No.: 11-70416 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Adolfo Campero, Jr., Esq. CAMPERO & ASSOCIATES, P.C. 315 Calle Del Norte, Suite 207 Laredo, TX 78041 Tel: (956) 796-0330 Fax: (956) 796-0399 E-mail: acampero@cblawfirm.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Noel Arturo Zamora, president. LAMBUTH UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Lambuth University 705 Lambuth Blvd. Jackson, TN 38301 Bankruptcy Case No.: 11-11942 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Western District of Tennessee (Jackson) Judge: G. Harvey Boswell Debtor's Counsel: Steven N. Douglass, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 2700 One Commerce Square Memphis, TN 38103-2555 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: snd@harrisshelton.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnwb11-11942.pdf The petition was signed by Michael E. Keeney, chairman of the board. LBCP DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: LBCP Development, LP 3121 Glenmere Court Carrollton, TX 75007-2764 Bankruptcy Case No.: 11-42055 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Larry Kent Hercules, Esq. 1400 Preston Road, Suite 400 Plano, TX 75093 Tel: (972) 964-9757 E-mail: lkhercules@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jack Melkon Demirjian, manager. LEE'S FAMOUS RECIPES: Franchiser Files for Chapter 11 ----------------------------------------------------- Lee's Famous Recipes Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-68463) on June 24, 2011. Lee's Famous Recipes, the franchiser of Lee's Famous Chicken Restaurants, said assets are less than $10 million while debt exceeds $10 million. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the Fort Walton Beach, Florida-based company said it has 80 franchisees operating 150 stores. The "vast majority" of the debt arises from guarantees given in favor of a sister company, Famous Recipe Co. Operations LLC, which filed under Chapter 11 in November in Atlanta. J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, serves as counsel to the Debtors. A case summary for Lee's Famous is in the June 28, 2011 edition of the Troubled Company Reporter. LEGACY AT JORDAN: Judge Doub Dismisses Chapter 11 Case ------------------------------------------------------ The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the Eastern District of North Carolina dismissed the Chapter 11 case of the Legacy at Jordan Lake LLC at the behest of the bankruptcy administrator Marjorie K. Lynch. The Bankruptcy Administrator told the Court that the Debtor has failed to timely confirm a plan within the time specified by the Court, and it does not appear that the Debtor can do so even if the time is extended. Ms. Lynch said the Debtor has no property to reorganize at this time, and the debtor cannot present another plan that would be in the best interest of creditors. As reported in the April 25, 2011 edition of the Troubled Company Reporter, Judge Doub denied confirmation of the Plan of Reorganization filed by The Legacy at Jordan Lake, LLC, holding the Debtor has failed to prove that its proposed treatment of Capital Bank equals the indubitable equivalent of the bank's claim by even a preponderance of the evidence. Under Option Two provided in the Plan, Capital Bank will not receive the indubitable equivalent of its claim. The claim of Capital does not receive fair and equitable treatment under 11 U.S.C. Sec. 1129(b)(2)(A)(iii). The Debtor filed the Plan and explanatory disclosure statement on July 23, 2010. Capital Bank objected; the Bankruptcy Administrator also responded to the Plan. About The Legacy at Jordan Lake Headquartered in Apex, North Carolina, The Legacy at Jordan Lake, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 10-03317) on April 27, 2010. Trawick H. Stubbs Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million. LEHMAN BROTHERS: BofA Moving Quick to Reverse $500MM Judgment ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that three weeks sooner than required, Bank of America NA filed papers on appeal in U.S. District Court to set aside a $501.8 million judgment from May in favor of Lehman Brothers Holdings Inc. The judgment resulted from what the bankruptcy judge saw as a violation of the so-called automatic stay that occurred when the bank swept away funds Lehman was holding in an account at the bank. The bank believes the automatic stay didn't apply and the bankruptcy judge made a mistake when he ruled it did. In addition to the judgment itself, the Charlotte, North Carolina-based bank will pay more than $90 million in interest accruing before the judgment was made in May. Mr. Rochelle relates that the bank filed its papers in district court well in advance of the July 22 deadline. Lehman is required to file its responsive brief in two months. Bank of America can file reply papers one month after Lehman. As a result, District Judge Deborah A. Batts will have all the papers by October. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins OK of Settlement With 1107 Broadway --------------------------------------------------------- Lehman Brothers Holdings Inc. obtained a court order approving a settlement agreement with 1107 Broadway LLC that would allow the company to recover its stake in a Manhattan property. The property is a 16-story building in Manhattan owned by 1107 Broadway which was supposed to be converted into a luxury condominium through a $343.4 million loan from LBHI. LBHI previously sued 1107 Broadway to foreclose the property after the latter failed to implement its development plan and pay its loan. The order dated June 16, 2011, approved the settlement which would allow 1107 Broadway to sell the building to 1107 Broadway Owner LLC for $161.5 million or to another buyer offering a higher bid for the property at an auction. 1107 Broadway Owner's offer will serve as the stalking horse bid at the auction scheduled for June 29, 2011. The June 16 order also expunged Claim Nos. 30017, 30018, 30019, and 30020, and overruled the objection from a group of creditors led by Paulson & Co. and the California Public Employees Retirement System. The group, which calls itself the ad hoc group of Lehman Brothers creditors, said the settlement is one-sided and more favorable to 1107 Broadway. It argued that LBHI only stands to recover 47 cents on the dollar on their investment and agrees to accept "tens of millions less than the market value of the property." LBHI countered that the group's objection is based on "misleading assumptions" and does not accurately reflect the likely recoveries of the company and 1107 Broadway under the settlement agreement. The company drew support from the Official Committee of Unsecured Creditors, which likewise sees the settlement as the "best available option" to liquidate the company's interest in the property. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Approval to Sell Loans to Metlife Bank ------------------------------------------------------------ Judge James Peck approved an agreement which allows Lehman Brothers Holdings Inc. to sell two portfolios of reverse mortgage loans to MetLife Bank N.A. A draft copy of the sale agreement is available for free at http://bankrupt.com/misc/LBHI_MetLife_SaleAgrmnt_061411.pdf In a court filing, Ronald Dooley, a director at Alvarez and Marsal North America, LLC, said LBHI's entry into the sale agreement is in the best interest of the estate because it will allow the company to recover an estimated $43.4 million on account of its interest in the loans. He further said the sale will help LBHI rid itself of the obligation to continue to fund the loans and repurchase certain participation interest in those loans. Prior to its bankruptcy filing, LBHI acquired fixed and floating rate reverse home equity conversion mortgage loans from a subsidiary, Aurora Bank FSB, which the latter previously acquired from MetLife's "predecessors in interest." LBHI then sold participation interests in the loans, which were securitized pursuant to a Government National Mortgage Association or "Ginnie Mae" program. As the issuer of those securitizations, LBHI retains the obligations to fund additional draws under the reverse mortgages, to repurchase or satisfy the participation interests in the loans, among other things. Pursuant to the agreement, LBHI will sell to MetLife the unsecuritized balances of the loans currently in the securitizations. The proposed deal also calls for the sale of loans with respect to which the participation interest therein was repurchased by LBHI as well as those loans with respect to which the participation interest is repurchased prior to the consummation of the transactions contemplated under the deal. LBHI estimates that the purchase price of the assets to be sold will be approximately $43.415 million. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LCPI Settles Claims Against Latshaw Drilling ------------------------------------------------------------- Judge James Peck approved an agreement which calls for the settlement of Lehman Commercial Paper Inc.'s claims against Latshaw Drilling Company LLC and Latshaw Drilling and Exploration Company Inc. The claims, each asserting not less than $45,847,390, were filed in a bankruptcy court in Oklahoma, which oversees Latshaw's Chapter 11 cases. The claims stemmed from the 2008 credit agreement, under which LCPI and two other lenders, Ableco Finance LLC and A3 Funding LP, agreed to provide financing to Latshaw. In a court filing, the Official Committee of Unsecured Creditors in LCPI's Chapter 11 cases expressed support for the approval of the settlement, saying the deal benefits not only LCPI but each of the estates by avoiding litigation in the Oklahoma court. The filing of LCPI's claims drew objection from the Latshaw entities, which sought to either disallow the claims or recoup against those claims the damages they incurred from LCPI's alleged failure to provide financing under the credit agreement. Under the proposed settlement, LCPI's claims will be reduced and allowed. The company will receive a lump-sum payment with respect to certain payments that were deposited in escrow pursuant to Latshaw's restructuring plan. LCPI will also receive additional payments for its claims over the term of the new credit agreement, which it entered into with Latshaw and Ableco in August 2010. The proposed deal also requires LCPI to file with the Oklahoma bankruptcy court a supplement to another claim it asserts against Latshaw for expenses entitled to priority. The Oklahoma bankruptcy court will determine the allowed amount of that claim, which will be added to the principal amount owed to LCPI under the new credit agreement. The settlement agreement requires approval of both the Oklahoma bankruptcy court and the New York bankruptcy court, which oversees LCPI's Chapter 11 case. The payments made by Latshaw under the proposed settlement and the new credit agreement will be distributed to LCPI's creditors, according to Howard Liao, Senior Vice-President for LAMCO LLC's Private Equity and Principal Investments. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins OK to Terminate SASCO 2008-C2 Securitization ------------------------------------------------------------------ Lehman Commercial Paper Inc. and Lehman Brothers Holdings Inc. collectively own all of the notes and preferred interests issued by SASCO 2008-C2, LLC, a special purpose entity formed to hold interests in commercial real estate loans and other assets and to issue securities supported by the cashflows from those interests. The Debtors have determined that the value of the underlying real estate assets can be maximized through active management, which is impeded at times by the current structure of the SASCO securitization. LCPI is the holder of Notes issued by SASCO with an outstanding amount of $433.7 million as of April 2011, and all of the Preferred Interests issued by SASCO. LBHI is the holder of Notes issued by SASCO with an outstanding amount of $1.048 billion as of April 2011. The Debtors accordingly sought and obtained approval of an agreement terminating the SASCO securitization. The agreement was entered into among LCPI, LBHI, SASCO, Wells Fargo Bank, National Association, as trustee, paying agent, calculation agent, custodial securities intermediary and notes registrar under the transaction document, and as successor to Wachovia Bank, National Association, as advancing agent and servicer under the transaction documents, and TriMont Real Estate Advisors, Inc., as special servicer under the transaction documents. Pursuant to the Termination Agreement, LCPI and LBHI will pay, pro rata in proportion to each of their holdings of the notes issued by SASCO, all amounts payable, either directly or out of cash flow from SASCO's assets, by SASCO to each of Wells Fargo, the Servicer and TriMont under the terms of the transaction documents and each party will be terminated. Following the contemplated transactions, SASCO will continue to hold its interests in the Underlying Assets and LBHI or LCPI will retain the substantially identical economic interests in SASCO and the Underlying Assets as they currently hold. Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York, contends that the transactions will enable the Debtors to achieve their overall business plan for the Underlying Assets and are in the best interests of their bankruptcy estate and creditors. Accordingly, he insists that the motion should be granted. Termination Agreement The salient terms of the Termination Agreement are: A. Termination of the SASCO Transaction Documents. Each of these documents will be terminated and have no further force or effect: * Indenture, dated as of May 22, 2008, among SASCO, Wachovia, Wells Fargo; * Administrative Agency Agreement, dated as of May 22, 2008, among SASCO and Lehman Commercial Paper Inc., as successor to Lehman Brothers Inc.; * Preferred Interests Paying Agency Agreement, dated as of May 22, 2008 among SASCO and Wells Fargo; * the Securities Account Control Agreement, dated as of May 22, 2008 among SASCO and Wells Fargo; and * Servicing Agreement, dated as if May 22, 2008 among LBHI, LCPI, SASCO, Wachovia, Wells Fargo and TriMont; B. Notes and Preferred Interests. LBHI and LCPI will deliver the Notes and the Preferred Interests to Wells Fargo and Wells Fargo will cancel the Notes and the Preferred Interests; C. Releases. Each of LCPI, LBHI and SASCO will release each of Wells Fargo, the Servicer and Trimont from all liability, expenses and claims of any kind arising under or related to the Indenture, the obligations thereunder, including the obligation to make payments on the Notes, or the Transaction Documents, their negotiation, execution, performance, any breaches, or their termination pursuant to the Termination Agreement, other than claims arising from gross negligence or willful misconduct of Wells Fargo, the Servicer and Trimont. Each of Wells Fargo, the Servicer and Trimont will release each of LCPI, LBHI and SASCO from all liability, expenses and claims of any kind arising under or related to the Indenture, the obligations thereunder, including the obligation to make payments on the Notes, or the Transaction Documents, their negotiation, execution, performance, any breaches, or their termination pursuant to the Termination Agreement, other than claims arising from gross negligence or willful misconduct of LCPI, LBHI and SASCO, except TriMont will continue to receive workout fees in connection with the Hilton Loans and The Point Loan, since the rights to these fees survive the termination of the Servicing Agreement. Wells Fargo will release its lien on the Underlying Assets; D. Outstanding Fees and Expenses. LBHI and LCPI will pay these amounts to the applicable party on the Termination Date pro rata in proportion to each of their holdings of the Notes: Wells Fargo: $62,117 Servicer: $17,607,355 TriMont: $275,785 The amounts may be increased by the amounts of fees, accrued through the Termination Date, and expenses that are billed within 90 days after the date of the Termination Agreement. The amounts represent the total amounts owing to the parties under the Transaction Documents; and E. Claims Filed Against Debtors Relating to SASCO. Wells Fargo, at the direction of LBHI and LCPI, will withdraw with prejudice all filed proofs of claim filed against any of the Debtors based on the Transaction Documents and the SASCO securitization. Jeffrey Fitts, a Managing Director with Alvarez & Marsal Real Estate Advisory Services, filed with the Court a declaration in support of the request. He currently serves as the Co-Head of Lehman's real estate group. He discloses that he is overseeing a number of Lehman employees, who have been actively involved in finalizing the terms of the transactions described in the motion. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: BTMU Objects to Settlement With ANZ ---------------------------------------------------- The Bank of Tokyo-Mitsubishi UFJ, Ltd., objects to the settlement between James Giddens, as the SIPA Trustee for Lehman Brothers Inc., and Australia and New Zealand Banking Group Limited. BTMU also objects to dismissing ANZ from the interpleader adversary proceeding with Case No. 08-01759. BTMU asserts that if ANZ is dismissed from the Interpleader Action, any order approving the settlement agreement should include a decretal paragraph reserving rights and providing that the settlement shall not in any way affect the rights of any of the remaining interpleader defendants, including BTMU. Among other things, the Order should provide that ANZ is subject to discovery as if it remained a party, BTMU asserts. Had discovery not been stayed for almost two years, ANZ would have been subject to discovery as a party, BTMU tells the Court. ANZ should therefore continue to be subject to discovery, as a party, even if dismissed from the interpleader action, BTMU further asserts. BTMU is represented by: Peter Feldman, Esq. John Bougiamas, Esq. Ottenbourg, Steindler, Houston & Rosen, P.C. 230 Park Avenue New York, New York 10169-0075 Tel: (212)661-9100 The Settlement The trustee of Lehman Brothers Inc. has asked the Bankruptcy Court to approve a settlement he entered into with Australia and New Zealand Banking Group Limited. The LBI Trustee also asks the Court to dismiss ANZ from the interpleader adversary proceeding with Case No. 08-01759 in connection with ANZ's assignment to the Trustee of its rights and claim in the adversary proceeding. Prior to the Petition Date, Lehman Brothers Inc., Lehman Brothers Holding Inc., and Lehman Commercial Paper Inc. entered into an unsecured continuing reimbursement agreement with ANZ, providing that ANZ would issue standby letters of credit at the application of LBI, LBHI, LCPI in exchange for certain reimbursement obligations. At the request of LBI, ANZ issued two irrevocable letters of credit in favor of the Options Clearing Corporation, totaling $20,679,000. At the request of LBHI, ANZ also issued two irrevocable standby letters of credit, totaling $12,588,235. On September 16, 2008, ANZ sent a letter to LBI declaring that LBHI's Chapter 11 filing was an event of default and demanded that LBI deposit cash collateral with ANZ. In response, LBI deposited cash collateral amounting to $33,285,235. On the Petition Date, OCC demanded a complete draw down of the OCC LCs, which total $20,697,000. ANZ complied with the demand and transferred the amount to OCC. ANZ reimbursed itself for the draw down of the OCC LCs by transferring the OCC Security Deposit, included in the Cash Collateral Transfers, to its own account. Also, LBI maintained a Vostro Account with ANZ at all material times to allow LBI to settle transactions in Australian Dollars. On June 25, 2010, the LBI Trustee contacted ANZ to close-out the Account and turn over the remaining funds in the Account. In response, ANZ transferred AU$328,250,026.45 to the LBI Trustee, which represented the amount on deposit in the Account less the sum of AU$70,000,000. ANZ asserted that it was entitled to retain the "Holdback" amount in connection with potential rights of set-off as to claims that the LBI Trustee might pursue against ANZ. After engaging in discussions and negotiations, the LBI Trustee and ANZ have entered into the settlement agreement, which seeks a full and final resolution of any claims between them. Pursuant to the settlement, ANZ agrees to convert the remainder of the funds in the Vostro account to U.S. dollars and agrees to pay the LBI Trustee $10,000,000 in settlement of the LBI Trustee's potential claims. In the event ANZ is dismissed from the litigation, ANZ will assign to LBI all its rights and claims to the funds subject to the interpleader. ANZ is permitted to establish a cash reserve from proceeds of the account to pay its costs and expenses, and reasonable fees and expenses of its U.S. counsel in the litigation capped at either (i) $250,000 in the event ANZ is dismissed in the litigation or (ii) $1,000,000 in the event ANZ is not dismissed in the litigation. In addition, ANZ is permitted to reserve for fees and expenses of its U.S. counsel capped at $400,000. LBI and ANZ also agreed to exchange mutual releases regarding all claims with respect to their transactions. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENOX 126: Sec. 341 Meeting of Creditors Today ---------------------------------------------- The U.S. Trustee for Region 2 adjourned the meeting of creditors in the Chapter 11 case of Lenox 126 Realty to July 6, 2011, at 11:00 a.m. The meeting of creditors was originally scheduled for June 24. Staten Island-based real estate investor Lorenzo De Luca, through his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a foreclosure sale at his apartment building at 321 Lenox Avenue in New York. Mr. De Luca paid $9.1 million for the building in 2006. Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank, which later sold the first mortgage to Delshah Capital. In March, State Supreme Court Justice Jane Solomon ordered the property be sold at auction. In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets and $14,718,905 in liabilities as of Chapter 11 filing. Judge Sean H. Lane presides over the case. LENOX 126: Wants Access to Griffon Heights' Cash Collateral ----------------------------------------------------------- Lenox 126 Realty LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the use of its property's rents until Aug. 11, 2011. The Debtor has been unable to obtain financing from any other source for meeting its expenses. Thus, the Debtor intends to enter into a consensual cash collateral order with the lender. The Debtor owns a parcel of real property located at 101 West 126th Street, also known as 321 Lenox Avenue, New York City. The property is a 6 story apartment building, with 32 residential units, 2 commercial units, and 2 cell towers. The property has a $9,000,000 value based upon purchase offers for the property received within the last two months. The property is encumbered by real estate tax, water and sewer liens in the amount of approximately $316,400. Griffon Heights LLC, the lender, asserts a first mortgage claim in the amount of $10,521,505. The property is also encumbered by a second mortgage in the amount of approximately $3,093,642 which the Debtor estimates is completely unsecured. In addition, the Debtor's general unsecured creditors have claims totaling approximately $679,983. The unsecured claims, together with mortgage deficiency claims, total approximately $5,241,444. The Debtor relates that its use of cash collateral in the ordinary course of business will allow the Debtor to preserve and protect the property, and thus the Debtor will be protecting the lender's collateral, including cash collateral, so that it does not decline in value during the case. About Lenox 126 Realty Staten Island-based real estate investor Lorenzo De Luca, through his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a foreclosure sale at his apartment building at 321 Lenox Avenue in New York. Mr. De Luca paid $9.1 million for the building in 2006. Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank, which later sold the first mortgage to Delshah Capital. In March, State Supreme Court Justice Jane Solomon ordered the property be sold at auction. In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets and $14,718,905 in liabilities as of Chapter 11 filing. Judge Sean H. Lane presides over the case. LINDEN PONDS: Taps North Shores Consulting as Bond Consultant ------------------------------------------------------------- Linden Ponds, Inc., asks the Bankruptcy Court for permission to employ Thomas L. Brod t/a North Shores Consulting as bond consultant. Mr. Brod will serve as Linden Ponds' business representative with respect to restructuring its 2007 bonds and replacing those bonds by the issuance of replacement bonds to be known as the 2011 bonds. He has been working with Linden Ponds in the restructuring of its debts and obligations for several months. The 2007 bonds were issued for the benefit of Linden Ponds by the Massachusetts Development Finance Agency and amounted to $156,365,000. The bond trustee, Wells Fargo Bank, National Association, has indicated that events of default under the 2007 Bonds have occurred including (i) the failure of Linden Ponds to make the principal and interest payments due to the Bond Trustee on March 15, 2011; (ii) failure to reimburse Sovereign Bank under the letter of credit agreement for the principal component of a draw made on March 1, 2011; and (iii) the failure of Linden Ponds to deposit initial entrance deposits with the Bond Trustee, commencing December 2010, when Linden Ponds began escrowing the IEDs to provide further assurance to prospective residents. Prior to these defaults, Linden Ponds and Hingham Campus LLC entered into negotiations with the Bond Trustee, Sovereign and certain holders of the outstanding 2007 Bonds. On April 5, 2011, the Debtors, the Bond Trustee, the Bank and the Consenting Holders executed a non-binding agreement to, among other things, (i) conduct an out-of-court exchange offer whereby the 2007 Bonds would be exchanged for new bonds to be issued by the Massachusetts Development Finance Agency or amended 2007 Bonds -- 2011 Bonds -- and certain promissory notes to be issued by Linden Ponds and (ii) simultaneously solicit votes for a prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code on substantially the same terms as the exchange offer and provide all of the Debtors' other creditors with payment in full. The Restructuring Term Sheet conditioned consummation of the exchange offer on the tender of 98% of the 2007 Bonds and contemplated that a prepackaged plan of reorganization would be filed if a lesser amount of 2007 Bonds were tendered. The Bank and the Consenting Holders collectively held or had voting authority with respect to roughly 75% of the outstanding 2007 Bonds. After several months of extensive negotiations and the drafting of substantially all of the documents required to commence solicitation related to the exchange offer and the prepackaged plan of reorganization, the Bank demanded a term in the deal which was inconsistent with the Restructuring Term Sheet and that neither the Debtors nor the Consenting Holders could accept. As a result, in May 2011, the Bank withdrew its support of the exchange offer or the prepackaged plan. On June 8, 2011, the Debtors and the Consenting Holders entered into the Restructuring, Lockup, Plan Support and Forbearance Agreement. The Consenting Holders agreed to, among other things, support the Debtors use of cash collateral and their efforts to obtain DIP financing in connection with a chapter 11 case. The Consenting Holders, which entities hold roughly 62% of the Series 2007 A Bonds and roughly 40% of all of the 2007 Bonds, have agreed to support and vote in favor of the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, filed on the Petition Date. Pursuant to the Plan, the only three classes of Claims entitled to vote thereon are the Class 2 Series 2007 A Bond Claims, the Class 3 Series 2007 B/C Bond Claims -- which also includes certain claims held by Sovereign Bank pursuant to a letter of credit agreement -- and the Class 6 Manager Claims. All of the Debtors' other creditors will be paid in full. Under the Plan, all interests in Hingham will either be transferred to Linden Ponds or extinguished (with Hingham's assets transferred to Linden Ponds). The Bank, which has ultimate beneficial interest in and authority to vote the Class 3 Series 2007 B/C Bond Claims, has advised the Debtors that it will not support the Plan. However, if the Bank does not vote in favor of the Plan, the Debtors intend to seek confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to the Class 3 Series 2007 B/C Claims. The holder of the Class 6 Manager Claims has consented to the treatment of the Claims under, and is expected to vote in favor of, the Plan. The Debtors are all but certain to have at least two of the three impaired classes under the Plan accept the Plan. Linden Pond proposes to pay Mr. Brod $300 per hour for his services. Prior to the Petition Date, Mr. Brod devoted 20 hours per week in consulting services to the Debtor. Linden Pond does not seek authority to engage Mr. Brod as a professional under section 327 of the Bankruptcy Code. Instead, the Debtor seeks to retain Mr. Brod pursuant to section 363 of the Bankruptcy Code. The Debtor proposes that it compensate Mr. Brod weekly for the services he provides. According to Linden Ponds, Mr. Brod was involved in the management of retirement communities and CCRCs, and was the first executive director of Charlestown Retirement Community, a position he held from 1984 to 1986. Charlestown was the first CCRC developed by Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, which owns 100% of the membership interests in Hingham Campus LLC. From 1995 to 2008, Mr. Brod was a managing director of Ziegler Capital Markets, an investment bank specializing in health care and senior living. Ziegler was retained by Linden Ponds as the underwriter for the 2007 Bonds when they were issued. Mr. Brod was the manager of the Ziegler financing team with respect to the issuance and sale of the 2007 Bonds, and in that capacity, he was responsible for the bond financing and, among other responsibilities with respect to the Linden Ponds engagement, he met with institutional investors, certain of whom still own 2007 Bonds. From 2008 to 2010, Mr. Brod was employed by Senior Living as Executive Vice President, Finance. After the confirmation of Senior Living's Plan of Reorganization in April 2010, Mr. Brod began consulting with Erickson Living Management, LLC, with respect to the restructuring of the 2007 Bonds. ELM had acquired certain of Senior Living's assets in conjunction with the confirmation of the Senior Living Plan, and ELM has been the manager of the Linden Ponds facility and operations since the confirmation of the Senior Living Plan. Since November 2010, Mr. Brod has been the lead negotiator for Linden Ponds with respect to restructuring the 2007 Bonds. He was paid by ELM through March 2011 as it was felt that an out-of-court restructuring was possible. As the services being provided by Mr. Brod were ultimately for the benefit of Linden Ponds, starting in April 2011, Mr. Brod has been paid by Linden Ponds, but does have a laptop, a cell phone and an e-mail address which are provided by ELM. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. LINDEN PONDS: Schedules Filing Deadline Extended Until Oct. 12 -------------------------------------------------------------- Hingham Campus LLC and Linden Ponds Inc. won an extension of their deadline to file their schedules of assets and liabilities, schedules of current income and current expenditures, schedules of executory contracts and unexpired leases, statements of financial affairs and lists of equity holders until the earlier of: -- Oct. 12, 2011, the 120th day after the Extension Motion was filed; and -- the first date set for the hearing on confirmation of the Debtors' Plan of Reorganization. In requesting the extension, the Debtors said one of the primary justifications for requiring the filing of Schedules and Statements does not exist in their cases. The Debtors explained that they have already negotiated a plan of reorganization and, out of the three impaired classes entitled to vote under the Plan, 62% of the aggregate amount of claims in Class 2 and 100% of the claims in Class 6 have indicated that they will accept the Plan. The third impaired class of claims entitled to vote consists of Sovereign Bank, which holds the ultimate beneficial interest in and authority to vote the Class 3 Claims, and which was intimately involved in the negotiation of the Plan. The Debtors also pointed out that much of the information that would be contained in the Schedules and Statements is already available in the Disclosure Statement For Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated June 14, 2011. To require the Debtors to file the Schedules and Statements would be duplicative and unnecessarily burdensome to the Debtors' estates. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. LINDEN PONDS: Employs Whiteford Taylor as Bankruptcy Counsel ------------------------------------------------------------ Linden Ponds, Inc., requires the assistance of counsel to pursue a successful reorganization of its debts and to assist the Debtor with the performance of its duties. The Debtor also requires counsel to among other things, assist it in fulfilling its duties under state and federal laws, advise it on the legal aspects of contracts, leases, financings, and other business matters, defend the Debtor in litigation and to prosecute litigation on its behalf. In this regard, the Debtor seeks to hire Whiteford, Taylor & Preston L.L.P. as its legal counsel. Whiteford Taylor has received from the Debtor and is presently holding $52,000 as retainer. Its principal attorneys designated to represent the Debtor and their existing standard hourly rates chargeable to the Debtor range from $320 to $580. The paralegals likely to assist these attorneys bill at a standard hourly rate of $250 per hour. Martin T. Fletcher, Esq., managing partner at Whiteford Taylor, attests that his firm has no connection with the Debtor, its creditors or any other party-in-interest in these cases, their attorneys or accountants, the United States Trustee, or any person employed in the office of the United States Trustee. WTP represents no interest adverse to the Debtor or to the Debtor's estate in the matters upon which WTP is to be engaged. WTP is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. LINDEN PONDS: Hiring McGuire Craddock as Local Counsel ------------------------------------------------------ Linden Ponds, Inc., seeks the Court's authority to hire McGuire, Craddock & Strother, P.C., as local counsel for Whiteford, Taylor & Preston LLP, its lead counsel. MCS has received from the Debtor and is presently holding $25,000 as retainer. MCS's principal attorneys designated to represent the Debtor and their existing standard hourly rates chargeable to the Debtor range from $250 to $415. The paralegals likely to assist these attorneys bill at an hourly rate of $175 per hour or less. MCS has represented other not-for-profit debtors in the bankruptcy cases of (i) Erickson Retirement Communities, the prior manager and developer of Linden Ponds and Hingham Campus LLC's direct parent company, and (ii) two of Erickson's other direct subsidiaries, Lincolnshire Campus, LLC and Naperville Campus, LLC, along with the not-for-profit operators of their respective Sedgebrook and Monarch Landing campuses, Sedgebrook, Inc. and Monarch Landing, Inc. According to Linden Ponds, the Erickson and Lincolnshire Campus et al. Cases were similarly situated to its case. Moreover, MCS is quite knowledgeable regarding the Debtor's business operations. J. Mark Chevallier, Esq., a shareholder at MCS, attests that his firm has no connection with the Debtor, its creditors or any other party-in-interest in these cases, their attorneys or accountants, the United States Trustee, or any person employed in the office of the United States Trustee; represents no interest adverse to the Debtor or to the Debtor's estate in the matters upon which MCS is to be engaged; and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Linden Ponds and Hingham Campus Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15, 2011. 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. Erickson Retirement Communities 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 Erickson 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. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. LITTLE REST: Creditor Oxana Adler Withdraws Involuntary Petition ---------------------------------------------------------------- Petitioning creditor Oxana Adler, LLM, notified the U.S. Bankruptcy Court for the Southern District of Florida of her withdrawal and voluntary dismissal of her involuntary petition filed against Fisher Island Investments, Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc. Ms. Adler asks that the Court order voluntary dismissal and withdrawal of her joinder in the involuntary petition. As reported in the Troubled Company Reporter on April 25, 2011, the Debtors had asked the Court to dismiss the involuntary Chapter 11 case filed by its creditors. Solby+Westbrae Partners, 19 SHC Corp., Ajna Brands Inc., 601/1700 NBC LLC, Axafina Inc. and Oxana Adler LLM filed a petition on March 17, 2011, to force Little Rest and its two affiliates into an involuntary bankruptcy. In a court filing, Little Rest said the claims asserted by the creditors are subject to a "bona fide dispute" and does not meet the requirement of Section 303(b) of the Bankruptcy Code that petitioning creditors must have undisputed claims. Little Rest is questioning in particular the authenticity of a promissory note made in January 2009, which, the company believes, is a fraud. Three of the petitioning creditors, Solby+Westbrae, 19 SHC and 601/1700 NBC, claim to hold a debt stemming from the assignment of that note. Little Rest also argued that the petitioning creditors' claims in the aggregate fail to meet the minimum threshold claim amount of $14,425 pursuant to Section 303(b). The company further said that the petition was filed in bad faith and was intended to prevent the New York Supreme Court from ruling in a lawsuit, styled Little Rest Twelve Inc., et al. v. Raymond Visan, et al., which would determine the issue of ownership and control of the company. In a related development, Little Rest's affiliate Mutual Benefits Offshore Fund Ltd., filed court papers in its Chapter 11 case calling for the dismissal of the creditors' involuntary petition. Ms. Adler is represented by: Craig A. Pugatch, Esq. RICE PUGATCH ROBINSON & SCHILLER, P.A. 101 N.E. Third Avenue, Suite 1800 Fort Lauderdale, FL 33301 Tel: (954) 462-8000 Fax: (954) 462-4300 About Fisher Island Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.; 601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an involuntary Chapter 11 petition against Miami Beach, Florida-based Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11- 17047) on March 17, 2011. On the same date, involuntary Chapter 11 petitions were also filed against the Company's affiliates, Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve, Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol presides over the case. The case was previously assigned to Judge Laurel M. Isicoff. Donald F. Walton, the U.S. Trustee for Region 21, appointed James S. Feltman as an examiner in the involuntary cases of the Debtors. LV KAPOLEI: Taps Carlsmith Ball to Aid in Declaration Enforcement ----------------------------------------------------------------- LV Kapolei 54, LLC, asks the U.S. Bankruptcy Court for the District of Hawaii for permission to employ Carlsmith Ball, LLP, as ordinary course professional. The Debtor, as the declarant and project coordinator of Kapolei Business Park, Phase I, requires assistance of legal counsel with regard to the enforcement of declaration. The Debtor proposes to pay Carlsmith firm's fees and expenses in the ordinary course from the maintenance fees collected from the owners of Phase I without the necessity of seeking Court approval of the fees and expenses. Mark k. Murakami Esq., a partner at Carlsmith firm, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About LV Kapolei 54, LLC San Francisco, California-based LV Kapolei 54, LLC, is the declarant and project coordinator of Kapolei Business Park, Phase 1. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 11-00981) on April 8, 2011. James A. Wagner, Esq., at Wagner Choi & Verbrugge, serves as the Debtor's bankruptcy counsel. The Company disclosed $35,162,973 in assets and $23,955,318 in liabilities as of the Chapter 11 filing. No committee of unsecured creditors has been appointed in the case. MAINSTAY FUNDS: Plans to Liquidate 130/130 Grow Fund ---------------------------------------------------- Armie Margaret Lee at MFWire.com reports that MainStay Funds is planning to shutter its 130/30 Growth Fund this fall. The fund board last week approved a proposal to liquidate the fund, which has AUM of $4.2 million. The liquidation will take place on or about Sept. 30, 2011, MFWire.com says. According to MFWire.com, New York Life's mutual fund arm has two other 130/30 offerings in its lineup: MainStay 130/30 Core and 130/30 International. MainStay offers a total of more than 40 mutual funds. MAJESTIC TOWERS: SulmeyerKupetz, P.C. OK'd as Bankruptcy Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Majestic Towers, Inc., to employ SulmeyerKupetz, P.C., as general bankruptcy counsel. The firm can be reached at: Victor A. Sahn, Esq. Mark S. Horoupian, Esq. Avi E. Muhtar, Esq. SULMEYERKUPETZ, A Professional Corporation 333 South Hope Street, Thirty-Fifth Floor Los Angeles, CA 90071-1406 Tel: (213) 626-2311 Fax: (213) 629-4520 E-mail: vsahn@sulmeyerlaw.com mhoroupian@sulmeyerlaw.com amuhtar@sulmeyerlaw.com As reported in the Troubled Company Reporter on June 14, 2011, SK will be representing the Debtor in the Chapter 11 proceedings. Victor A. Sahn, a member at SK, told the Court that the hourly rates of the SK's personnel are: Attorneys: Richard G. Baumann $575 Howard M. Ehrenberg $625 Asa S. Hami $405 Mark S. Horoupian $540 David S. Kupetz $625 Daniel A. Lev $540 Elissa D. Miller $540 Avi E. Muhtar $290 Jeffrey M. Pomerance $475 Dean G. Rallis, Jr. $640 Victor A. Sahn $650 John M. Samberg $510 Alan G. Tippie $650 Marcus A. Tompkins $400 Steven F. Werth $420 Retired Trustee: Arnold L. Kupetz $750 Law Clerk: Elizabeth Z. Jiang $125 Paralegals: John Baer $195 Myrna R. Richardson $195 Ann l. Sokolowski $195 Paralegal Clerk: Essy A. Waldrop $85 Trustee Administrator: Lupe V. Perez $175 Lorraine L. Robles $175 Members and Senior Counsel: $510 - $750 of Counsel $475 Associates $290 - $420 Mr. Sahn assured the Court that SK is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor estimated assets and debts at $10 million to $50 million. MARYLAND PAVING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Maryland Paving & Sealant, Inc. 11035 Guilford Road Annapolis Junction, MD 20701 Bankruptcy Case No.: 11-23633 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Nancy D. Greene, Esq. SEEGER FAUGHNAN MENDICINO PC 21355 Ridgetop Circle, Suite 110 Dulles, VA 20166 Tel: (571) 434-7590 Fax: (571) 434-9006 E-mail: greene@sfmlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Stephen Stanley, president. MBIA INC: New York Court Reinstates Bank Lawsuit ------------------------------------------------ Mark E. Ruquet at PropertyCasualty360.com reports that the New York Court of Appeals ruled that a group of banks can go ahead with their lawsuit against MBIA, which questions the validity of the break-up of the insurer. In a 5-2 vote, PropertyCasualty360.com relates, the court ruled in the case (No. 124 ABN AMRO Bank, N.V./Barclays Bank PLC v. MBIA Inc.) that the banks can pursue their claim that the split of MBIA into two companies left the bank policyholders with an insolvent company that would be unable to pay claims. According to PropertyCasualty360.com, the court said there was no legal basis to "extinguish the historic rights of policyholders to attack fraudulent transactions." The court, says PropertyCasualty360.com, ruled that former New York State Superintendent of Insurance Eric Dinallo was in his right to proceed with the split of the company, but there is nothing under the Debtor and Collection Law to prevent the banks from pursuing their case. The court did dismiss the plaintiff's claim of action for unjust enrichment. As reported in the Troubled Company Reporter on June 24, 2011, American Bankruptcy Institute said 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. PropertyCasualty360.com discloses that MBIA was split into two companies in 2009, with National Public Finance Guarantee, holding onto the company's healthy portfolio of municipal bond insurance. The second company, MBIA Insurance, retains the structured-finance policies that became toxic with the housing implosion during the great recession. 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. MICHIGAN TECH: S&P Affirms 'BB+' Rating on Series 2006 Bonds ------------------------------------------------------------ Standard & Poor's Ratings Services has revised its outlook to negative from stable and affirmed its 'BB+' rating on Michigan Public Educational Facilities Authority, Mich.'s series 2006 limited obligation revenue bonds, issued for Michigan Tech Academy. "The outlook is negative because we believe the debt structure presents high risk and there is a pending expiration of the academy's letter of credit, as well as additional debt plans within the next year," said Standard & Poor's credit analyst Carolyn McLean. Credit factors supporting the rating include Standard & Poor's assessment of the academy's: Limited demand and relatively low performance required the closure of the high school in summer 2010; Limit on the revenue pledge to pay debt service of 20% of per pupil revenues although once the school reaches maximum annual debt service (MADS), debt service will be close to 10% of state aid; Pending cuts in per pupil funding in the state of Michigan; Risky debt structure including variable-rate debt supported by an LOC that expires in one year and with an interest rate swap and additional debt plans within the next year; Improved but still below-average cash position; and Inherent uncertainty associated with charter renewals given that the final maturity of the bonds exceeds the time horizon of the existing charter. In S&P's view, these weaknesses are balanced by the academy's: Historically strong enrollment and test scores in kindergarten through eighth grade; Good relationship with the charter authorizer, Central Michigan University; Improved financial operations following termination of management contract; Adequate MADS coverage and carrying charge for the category; Recent charter renewal in 2011 that does not expire until 2015; and Full faith and credit pledge to make payments in support of debt service. The negative outlook reflects Standard & Poor's expectation that the academy will issue additional debt within one year that could have a negative effect on MADS coverage and the carrying charge. Standard & Poor's also believes additional debt could further pressure an already relatively weak cash position. According to Standard & Poor's a downgrade could occur if the school does not reach adequate debt service and MADS coverage, the cash position further erodes, or management is unable to make cuts to reach balanced operations, or the pending refinancing is unsuccessful. A return to a stable outlook is possible if the academy demonstrates the ability to reach adequate coverage, balanced operations, and a successful refinancing. Standard & Poor's also expects the academy will maintain a reasonable carrying charge and strong demand and test scores. MILLENNIUM GLOBAL: Seeks Recognition of Bermuda Liquidation ----------------------------------------------------------- Millennium Global Emerging Credit Master Fund Ltd. and its affiliated feeder fund filed petitions under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 11-13171 and 11-13172) on June 30 in Manhattan for protection from creditors. The two Millennium entities were a pair of Bermuda-based funds created to invest in sovereign and corporate debt instruments. They were once affiliated with U.K. investment manager Millennium Global Investments Ltd. The two Funds were ill-equipped to survive the financial downturn of late 2008. They went into liquidation in Bermuda in October 2008 following default with their prime brokers. Michael W. Morrison, Charles Thresh and Richard Heis at KPMG Advisory Ltd. -- the court-appointed liquidators and foreign representatives of the Millennium funds in proceedings pending before the Supreme Court of Bermuda, Commercial Court -- filed the Chapter 15 petition. They are asking the U.S. Bankruptcy court to enter an order recognizing the Bermuda proceedings as "foreign main proceedings". Following their appointment, the Joint Liquidators commenced an investigation into the financial affairs of the Funds and found discrepancies in certain asset valuations. In November 2008, the Joint Liquidators reported to investors that the Funds' books and records indicated that the value of the Master Fund as of September 30, 2008, was $738,209,753. However, after the provision of close-out statements by counterparties it became apparent that the Funds in fact owed over $150 million to counterparties. According to Bloomberg News, the liquidators said they have collected about $22 million in assets for the two funds and have about $170 million in claims filed by prime brokers and swap counterparties. The creditors include prime brokers Credit Suisse and Citigroup Inc. The liquidators haven't yet made a determination on the claims, Mr. Morrison said, according to Dow Jones' Daily Bankruptcy Review. DBR also reported that investor Pontifex Partners LLC in 2009 sued Millennium and principal Michael Balboa, accusing them of relying on "outright lies and material omissions" -- like that the funds were performing well and were relying on a certain investment strategy when in fact that strategy had changed -- to induce its $1.5 million investment. DBR said Millennium moved to dismiss the suit. In 2010, the parties struck a deal to dismiss the suit with prejudice, court papers show, meaning Pontifex can't bring the same suit again. Pontifex's attorney wasn't available to comment Friday, DBR said. Through their investigation, the Joint Liquidators uncovered evidence that certain of the securities purchased by the Funds had been overvalued. The Joint Liquidators are continuing to investigate the effect of these valuation discrepancies. The Liquidators say the Chapter 15 relief would allow them to continue their investigation and, if necessary, commence litigation in the United States. The Liquidators said they filed for Chapter 15 relief both to assist their investigations and to "uncover additional claims against U.S. entities arising out of the misevaluation" of assets. The Chapter 15 case summary for Millennium Global Emerging Credit Master Fund Ltd. and Millennium Global Emerging Credit Fund Limited is in the July 5, 2011 edition of the Troubled Company Reporter. MINNESOTA: Gov't Operations Closed Amid Budget Talks Impasse ------------------------------------------------------------ The Wall Street Journal's Amy Merrick reports that the state of Minnesota closed its government Friday, the beginning of its fiscal year, after Democratic Gov. Mark Dayton and Republicans controlling the legislature were unable to agree on how to close a $5 billion gap in the state's two-year budget. Mr. Dayton wants the state to spend $35.7 billion over the next two years, while Republicans favor a $34 billion spending plan. The Journal reports that more than 20,000 state workers were furloughed Friday and told to apply for unemployment benefits, and state parks were closed. Critical institutions such as state prisons, courts and the highway patrol continued operating. The Minnesota Zoo reopened Sunday morning after a judge ruled the zoo does not need lawmakers' permission to use money collected from parking, admissions and concessions. The Journal also reports the Canterbury Park horse-racing track was denied approval to reopen for the critical holiday weekend. The track canceled races and expects to lose $1 million per week in gambling and concession revenue while the government remains shut, Chief Executive Randy Sampson said. According to the Journal, the governor wanted a break in negotiations until at least Tuesday, said Michael Brodkorb, a spokesman for the state's Republican senators. GOP lawmakers met at the Capitol over the weekend to work on offers that Mr. Dayton might accept, he said. MMFX CANADIAN: Court Approves BAI as Investment Advisor ------------------------------------------------------- The United States Bankruptcy Court Central District of California has approved MMFX Canadian Holdings, Inc.'s application to employ Business Associates International, LLC as investment advisor. As reported in the Troubled Company Reporter on June 13, 2011, MMFX Canadian Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Central District of California for permission to employ Business Associates International, LLC, as investment advisor. BAI will provide investment services in order to assist the Debtors in the identification and solicitation of a Successful Bid in connection with the Debtors' Investment Banking Process. BAI will not conduct its own investment banking process. Its role will be limited to the introduction of certain investors to the Debtors. BAI's primary responsibility will be to act as a feeder for the existing Investment Banking Process, and to draw on its expertise, connections and experience in order to tap into a sub- set of investors that may not have been reached by KPMGCF. BAI's sole form of compensation will be a transaction fee equal to 4% of the Transaction value, subject to these conditions: 1. Introduction by BAI: The bidder under the Transaction is introduced to the investment in the Debtors by BAI and not by KPMGCF. If KPMGCF has already reached out to the potential bidder as part of the Investment Banking Process, then BAI will not be entitled to any compensation in connection with such bidder. 2. Minimum Bid: The Transaction provides for payment on or before Aug. 5, 2011, of cash consideration available for immediate distribution on account of the DIP Loan, Allowed Administrative Claims, Allowed Secured Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, Allowed General Unsecured Claims, and allowed subordinated unsecured claims. These amounts are currently estimated to total approximately $59 million (though the actual amount may be determined to be higher or lower), and include these: a. $45.5 million on account of Fourth Third's Allowed Claim (the "Fourth Third Discounted Payoff", which represents an agreed, discounted payoff solely under Scenario A, provided payment is received in good and sufficient funds on or before Aug. 5, 2011), plus b. $8.5 million on account of Investment Funding's Allowed Claim (the "Investment Funding Discounted Payoff" which represents an agreed, discounted payoff provided payment is received in good and sufficient funds on or before Aug. 5, 2011), plus c. reimbursement of Fourth Third's and Investment Funding's reasonable documented expenses incurred directly relating to pursuit of the Plan up to an aggregate cap of $175,000 (the "Reimbursement Cap"); plus d. a cash reserve to provide for all Disputed Claims; plus e. an amount to be determined by the Proponents to allow the estates to object to Claims and make distributions if the Successful Overbid does not contemplate confirmation of the Plan. The minimum cash component of any bid is currently estimated as (in millions): (i) Administrative claims (est.) $1.0 (ii) DIP loan (est.) $1.6 (iii) Fourth Third and Investment Funding claims $54.0 (iv) All other claims (secured/unsecured) (est.) $2.1 3. Qualified Bidder: Any party making a bid must be first designated as a Qualified Bidder, which determination will be made in consultation with all Proponents. For purposes of the Plan or any auction, "Qualified Bidder" shall mean that such bidder must: a. be able to demonstrate the financial capacity to consummate the contemplated transaction on or before Aug. 5, 2011; b. be reasonably likely, able, and willing to consummate the transaction on or before Aug. 5, 2011; c. pay a good faith cash deposit in the form of a cashier's check or wire transfer in an amount not less than the greater of $1,000,000 or 2% of the total consideration offered (upon a Qualified Bidder being declared the winning and best bid at auction or otherwise, the Qualified Bidder's deposit shall become non-refundable and credited toward the purchase price, after which date, Fourth Third and Investment Funding shall be entitled to reimbursement of reasonable expenses incurred directly relating to their pursuit of the Plan up to the Reimbursement Cap). 4. Other Bid Requirements: In order to be considered, each bid must: a. make an irrevocable offer in the form of an executed agreement; b. not contain any financing or due diligence contingencies; c. be a binding and unconditional commitment to close and fund a transaction by Aug. 5, 2011, subject only to entry of appropriate orders by the Bankruptcy Court; and d. be on terms that are consistent with the treatment of Allowed Administrative Claims, Allowed Secured Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and Allowed General Unsecured Claims as set for in Plan Scenario A in the Plan. 5. Selection of Successful Bid: The decision regarding the best bid will be made by the Debtors in their sole discretion, provided that no bid may be considered unless (i) it is made by a Qualified Bidder, (ii) it meets the Minimum Bid and Other Bid Requirements, and (iii) satisfies the Transaction Fee, and provided that the Committee, Fourth Third, and Investment Funding shall retain standing to object to the Successful Bid on any and all grounds. If the bid of the investor introduced by BAI does not satisfy both the Minimum Bid and the Transaction Fee, the estate may not consider such bid as a Successful Bid, and in such event, BAI shall not be entitled to any compensation from the estates. If the Committee, Fourth Third, Investment Funding, or any or all of them, raise an objection to a Successful Bid, and such objection is the sole cause of a delay of the consummation of the transaction outlined by the Successful Bid and such objection is also ultimately overruled by the Court, then the resultant delay caused by such objection shall not be considered in determining whether the timelines set forth in the Plan have been met, provided, however, the timeline for payment of the Fourth Third Discounted Payoff and the Investment Funding Discounted Payoff will not be extended unless Fourth Third and Investment Funding (and not the Committee) raised the overruled objection to the Successful Bid. 6. Transaction Fee: In the event a Transaction closes that satisfies all the foregoing requirements, and satisfies both the Minimum Bid and the Transaction Fee, and the consideration for such Transaction is received by the Debtors in immediately available funds on or before Aug. 5, 2011, then BAI will be entitled to receive a Transaction Fee calculated as 4% of the cash proceeds actually paid to the Debtors (or other consideration satisfactory to BAI provided such consideration does not exceed 4% of the cash proceeds actually paid to the Debtors). The Debtors assure the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About MMFX Irvine, California-based MMFX International Holdings, Inc., and MMFX Canadian Holdings, Inc., filed for Chapter 11 protection (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010. Margaret M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP represents the Debtors in their restructuring efforts. MMFX Int'l and MMFX Canadian estimated assets and debts at $50 million to $100 million as of the Chapter 11 filing. MMK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: MMK Investments, LP dba Highland Hills Apartments 445 South Beverly Drive, Suite 300 Beverly Hills, CA 90212 Bankruptcy Case No.: 11-38680 Chapter 11 Petition Date: July 2, 2011 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Charles Shamash, Esq. CACERES & SHAMASH LLP 8200 Wilshire Blvd., Suite 400 Beverly Hills, CA 90211 Tel: (310) 205-3400 Fax: (310) 878-8308 E-mail: cs@locs.com Scheduled Assets: $2,000,001 Scheduled Debts: $1,416,149 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-38680.pdf The petition was signed by Moussa Kashani, designated party. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Moussa Kashani 10-54460 10/15/2010 Las Vegas Apartments, LLC 09-32896 08/26/2009 Peak Properties, LLC 10-28771 05/11/2010 Russell Avenue Apartments, LLC 09-40619 11/03/2009 San Marino Properties, LLC 09-40614 11/03/2009 Cedros Propertlies, LLC 10-26785 04/27/2010 Dallas MMK Enterprises, LP 11-29615 05/05/2011 MONTE BELLO: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Monte Bello Ventures LLC 4423 Leonetti Lane Dickinson, TX 77539 Bankruptcy Case No.: 11-80352 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Melissa Ann Botting, Esq. 1414 S Friendswood Dr Friendswood, TX 77546 Tel: (281) 992-7600 Fax: (281) 482-8088 E-mail: mabotting@mindspring.com Scheduled Assets: $1,741,000 Scheduled Debts: $1,118,206 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-80352.pdf The petition was signed by Ronald Pucek, manager. MSR RESORT: Plan Filing Deadline Extended to Sept. 29 ----------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York extended to September 29, 2011, the exclusive plan filing period for MSR Resort Golf Course LLC and its debtor affiliates. The Debtors' exclusive solicitation period is also extended through and including November 28, 2011. As previously reported by The Troubled Company Reporter on June 17, 2011, the Debtors entered into a stipulation with Midland Loan Services, Inc., 450 Lex Private Limited and C Hotel Mezz Private Limited, Metropolitan Life Insurance Company together with its wholly-owned subsidiary MLIC Asset Holdings II LLC, Five Mile Capital SPE B LLC, and the official committee of unsecured creditors in the Debtors' cases, for the extension of the exclusive periods. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. NEBRASKA BOOK: Final Hearing on DIP Loan Request Set for July 21 ---------------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware scheduled a final hearing on July 21, 2011, at 3:00 p.m., on the request of Nebraska Book Company, Inc., and its debtor affiliates to obtain $200 million in debtor-in-possession loans from a group of lenders led by JP Morgan Chase Bank, N.A, as administrative agent. Judge Walsh, on June 28, authorized the Debtors, on an interim basis, to obtain $125 million of the DIP loans for working capital and other general corporate purposes. Objections to the final approval of the DIP request are due July 18. The DIP Facility consists of a $75 million revolving loan with a base rate of +2.50% per annum and a $125 million term loan with a base rate of +6.0% per annum. All of the DIP obligations will constitute allowed senior administrative expense claims. Carve-Out means (a) any fees payable to the Clerk of Court and to the Office of the U.S. Trustee; (b) up to $5,000,000 of allowed fees, expenses and disbursements of professionals retained by the Debtors or any official committee; and (c) any expenses incurred by any Chapter 7 trustee provided those expenses do not exceed $100,000 in the aggregate. As security for the DIP Obligations, the DIP Lenders are granted a first priority lien on all of the Debtors' property, a junior lien on all of the Debtors' property that is subject to valid liens in existence immediately prior to the Petition Date, and a first priority lien on all Prepetition Collateral. According to Marc Kieselstein, P.C., Esq., at Kirkland & Ellis LLP, in New York, the Debtors are confident that their operational initiatives will stabilize their financial performance and position them in the marketplace for the long-term but the Debtors still faced the near-maturity of $200 million in secured second lien notes. In light of this pending maturity, the Debtors' publishers expressed concern regarding the Debtors' ability to honor their obligations for the "back-to-school" textbook and merchandise purchaser. A full-text copy of the Interim DIP Order is available for free at http://ResearchArchives.com/t/s?7660 A full-text copy of the DIP Motion and the Budget is available for free at http://bankrupt.com/misc/NEBRASKABOOK_dipfinancing.pdf About Nebraska Book Company Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the petition date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. NEBRASKA BOOK: Can Use Cash Collateral Until July 21 ---------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, Nebraska Book Company, Inc., and its debtor affiliates to use cash collateral securing their prepetition debt obligations until the culmination of the final hearing on their request set for July 21, 2011. Marc Kieselstein, P.C., Esq., at Kirkland & Ellis LLP, in New York, said the Debtors' continued use of Cash Collateral is necessary to seamlessly transition their business into Chapter 11 at this critical stage in their business cycle and ultimately reorganize in a successful and expedient manner. The Debtors agree to provide adequate protection to their prepetition secured lenders for the priming of their existing liens on the collateral securing their loans to the Debtors. Objections to the final approval of the Debtors' cash collateral use are due July 18. A full-text copy of the Interim Cash Collateral Order is available for free at http://ResearchArchives.com/t/s?7660 A full-text copy of the DIP Motion and the Budget is available for free at http://bankrupt.com/misc/NEBRASKABOOK_dipfinancing.pdf About Nebraska Book Company Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors' restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the petition date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. NEWLEAD HOLDINGS: PwC S.A. Raises Going Concern Doubt ----------------------------------------------------- NewLead Holdings Ltd. filed on July 1, 2011, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2010. PricewaterhouseCoopers S.A., in Athens, Greece, expressed substantial doubt about NewLead Holdings' ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss and has negative cash flows from operations The net loss for the year ended Dec. 31, 2010, and for the periods from Jan. 1, 2009, to Oct. 13, 2009, and from Oct. 14, 2009, to Dec. 31, 2009, was US$94.8 million, US$125.8 million and US$37.9 million, respectively. These losses included income from discontinued operations of US$2.8 million for the year ended Dec. 31, 2010, and losses of US$30.3 million and US$2.0 million for the periods from Jan. 1, 2009, to Oct. 13, 2009, and from Oct. 14, 2009, to Dec. 31, 2009, respectively, which were related primarily to the Company's strategic decision to exit from the container market. Comparison between these two years is of limited value as a result of the recapitalization on Oct. 13, 2009. The period from Jan. 1, 2009, to Oct. 13, 2009 (prior to the recapitalization) is reported as the predecessor period and the period from Oct. 14, 2009, to Dec. 31, 2009 (after the recapitalization) is reported as the successor period. The Company's balance sheet at Dec. 31, 2010, showed US$761.7 million in total assets, US$686.1 million in total liabilities, and stockholders' equity of US$75.6 million. A copy of the Form 20-F is available at http://is.gd/I2WMOt Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (NASDAQ: NEWL) is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. As of June 29, 2011, NewLead controlled 22 vessels, of which 19 are in operation, including six double-hull product tankers, 13 dry bulk vessels and three dry bulk newbuilds. NNN 2400: Obtains Approval of Stipulation with Lender ----------------------------------------------------- NNN 2400 West Marshall Drive 19, LLC sought and obtained approval from Judge Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California of a stipulation it entered with MLMT 2005-CIP1 West Marshall Drive, LLC. The parties agree: (1) The Lender will (i) provide to the Debtor a loan history, with a full accounting of payments received and applied under the Note and an interest calculation based on the non-default contract rate and (ii) apply all proceeds from the property currently held in suspense to pay accrued interest at the non-default contract rate under the Note. (2) The Lender's motion to lift the automatic stay is granted in part and denied in part. The Lift Stay Motion is denied and the automatic stay is continued through December 1, 2011, provided the Parties comply with all applicable provisions of the Parties' Stipulation. (3) The Lift Stay Motion is granted and the automatic stay is annulled effective December 2, 2011, and the Court denied the Debtor's motion to hold in contempt the Lender for violation of the automatic stay, unless by December 1, 2011, the Debtor tenders to the Lender the full amount due under the Note as of December 1, 2011. The Amount Due will include all reasonable attorneys' fees and costs sought by the Parties associated with the default under the Note and this bankruptcy proceeding. (4) The Debtor and the Lender will meet and confer promptly to agree on the Amount Due. If the parties are unable to agree on the Amount Due by July 15, 2011, they will schedule the proceedings with the Court as are necessary to promptly determine the Amount Due. (5) If the Debtor timely tenders the Amount due to the Lender, the Lender will through escrow promptly re-convey to the Debtor and the non-Debtor tenants-in-common: (i) all interest in the Property that the Lender obtained through the foreclosure of the non-Debtor tenant-in-common interests; and (ii) the Lender's security interest in the Property and other collateral securing the Note. Upon timely conveyance by the Lender of those interests, the Court will deny the Contempt Motion. If the Debtor timely tenders the Amount Due to the Lender and the Lender subsequently fails to re-convey the interests, the Court will determine that the February 1, 2011 foreclosure sale of the non-Debtor tenant-in-common interests in the Property is void, and will schedule proceedings to consider the Contempt Motion. (6) To secure repayment of the Note, the Lender will have a prepetition and postpetition lien on all prepetition and postpetition income from the Property on or after the Petition Date. (7) The Debtor will, without further order of the Court, pay the Lender, or permit Lender to be paid, the regular monthly payment specified in the Note at the non-default rate of interest specified in the Note. The Lender will apply those payments pursuant to the terms of the Note; provided, however, that the Lender will apply monthly rent proceeds received on and after June 1,2011 to pay monthly interest on the Note at the non-default contract rate. The Lender also will advise the Debtor of the status of lease payments on a monthly basis. (8) The Debtor will timely file monthly operating reports and timely pay quarterly United States Trustee Fees, each pursuant to applicable United States Trustee guidelines, effective with the entry of the Parties' Stipulation. (9) No mineral or surface interests, or leasehold interests related thereto, or royalty interests regarding the Property will be conveyed or permitted to be conveyed by the Debtor prior to the tender to Lender of the Amount Due. (10) The Lender's motion to dismiss the Debtor's Chapter 11 case is denied, without prejudice to its being renewed upon a material change in facts and circumstances About NNN 2400 West Marshall 19 NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011. Its primary, if not sole, asset is an undivided 6.375% tenant-in- common interest in real and personal property, known as Lockheed Martin Office/Tech Center, located at 2400 West Marshall Drive, in Grand Prairie, Texas. The sole tenant of the Property, Lockheed Martin Corporation, has a leasehold interest with a three-month cancellation provision. In its schedules, the Debtor disclosed $11 million in total assets consisting of the TIC; and $6.875 million in total liabilities. Darvy Mack Cohan, Esq. -- dmc@cohanlaw.com -- serves as the Debtor's bankruptcy counsel.counsel. NORTEL NETWORKS: Seeks to Expand Retention of Ernst & Young ----------------------------------------------------------- BankruptcyData.com reports that Nortel Networks filed with the U.S. Bankruptcy Court a request to expand the retention of Ernst & Young (Contact: James E. Scott) to include certain services related to the reporting of foreign bank accounts at the following hourly rates: partner at $640, executive director at $545, senior manager at $540, manager at $430, senior at $300 and staff at $170. 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. NOT JUST TRUCKING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Not Just Trucking, LLC 1200 South Main Street, Unit 8 Waterbury, CT 06704 Bankruptcy Case No.: 11-31783 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court District of Connecticut (New Haven) Debtor's Counsel: George C. Tzepos, Esq. LAW OFFICES OF GEORGE C. TZEPOS 444 Middlebury Road Middlebury, CT 06762 Tel: (203) 598-0520 Fax: (203) 598-0522 E-mail: zepseven@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John V. Dwyer. NXT ENERGY: KPMG LLP Raises Going Concern Doubt ----------------------------------------------- NXT Energy Solutions Inc. filed on June 30, 2011, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2011. KPMG LLP, in Calgary, Canada, expressed substantial doubt about NXT Energy's ability to continue as a going concern. The independent auditors noted that the Company has accumulated losses of C$6.86 million and has cash outflows from operating activities of C$5.27 million over the two years ended Dec. 31, 2010. The Company reported a net loss of C$4.45 million on C$443,011 of revenue in 2010, compared with a net loss of C$2.41 million on C$3.68 million of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed C$2.05 million in total assets, C$649,869 in total liabilities, and stockholders' equity of C$1.40 million. A copy of the Form 20-F is available at http://is.gd/ay9atx Based in Calgary, Canada, NXT Energy Solutions Inc (TSX-V: SFD; OTC BB: NSFDF) provides airborne detection solutions for the oil and gas industry. NXT's proprietary airborne Stress Field Detection ("SFD(R)") survey system provides a unique survey method that remotely identifies potential traps and reservoirs. OFFSHORE WARRIORS: U.S. Trustee Wants Case Dismissed or Converted ----------------------------------------------------------------- Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, asks the U.S. Bankruptcy Court for the Western District of Louisiana to dismiss or in the alternative, convert the Chapter 11 case of Offshore Warriors, Inc., to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee explains that the Debtor has recently sold or entered into a contract to sell its primary asset -- a 61-acre tract of land with improvements situated in St. Martinville, Louisiana. The U.S. Trustee notes that without the primary asset, the Debtor has no realistic prospect for on-going operations or rehabilitation. Upon information and belief, the Debtor does not intend to remain in chapter 11 and propose a plan of reorganization, the U.S. Trustee said. The U.S. Trustee can be reached at: Leonard W. Copeland, Esq. Office of U. S. Trustee 300 Fannin Street, Suite 3196 Shreveport, LA 71101 Tel: (318) 676-3456 Direct Tel: (318) 676-3484 Fax: (318) 676-3212 About Offshore Warriors, Inc. Lafayette, Louisiana-based Offshore Warriors, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10- 51881) on Dec. 7, 2010. William C. Vidrine, Esq., at Vidrine & Vidrine Law Firm, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,313,694 in total assets and $6,589,547 in total liabilities. OLD MILL: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Old Mill Properties, LLC P.O. Box 1904 Greenville, NC 27835 Bankruptcy Case No.: 11-05080 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $2,534,132 Scheduled Debts: $3,771,137 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-05080.pdf The petition was signed by R. Kelly Barnhill, Jr., member/manager. OLEANDER GARDENS: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Oleander Gardens, LLC 14915 Henderson Avenue Bakersfield, CA 93314 Bankruptcy Case No.: 11-17556 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Fresno) Judge: W. Richard Lee Debtor's Counsel: T. Scott Belden, Esq. KLEIN, DENATALE, GOLDNER, ET. AL. 4550 California Avenue, 2nd Floor Bakersfield, CA 93309-1172 Tel: (661) 395-1000 Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/caeb11-17556.pdf The petition was signed by Baby Kurian, manager. ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Original Designer Homes, Inc. fka Designer Homes, Inc. 414 Isolde Drive Houston, TX 77024 Bankruptcy Case No.: 11-35515 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Tracey L. Freezia, president. PARKWAY PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Parkway Professional Center, LLC 5353 Alpha Road #200 Dallas, TX 75240 Bankruptcy Case No.: 11-42069 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb11-42069.pdf The petition was signed by Harold O. Baeck, managing member. PAULINE STONE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Pauline A. Stone Revocable Trust U/T/A dated 8-30-99 Pauline A. Stone, Trustee 3512 Eaton Road Green Bay, WI 54311 Bankruptcy Case No.: 11-30406 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Pamela Pepper Debtor's Counsel: Lawrence G. Vesely, Esq. OLSON, KULKOSKI, GALLOWAY & VESELY, S.C. 416 South Monroe Avenue P.O. Box 368 Green Bay, WI 54305 Tel: (920) 437-5405 E-mail: larry@veselylaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Pauline A. Stone, trustee. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Growing Time Nursery School, Inc. 11-28992 06/02/11 Pauline A. Stone 11-28999 06/03/11 PHILLIPS RENTAL: Interim Access to Cash Collateral Expires July 29 ------------------------------------------------------------------ Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee scheduled for July 26, 2011 at 9:00 a.m., a final hearing to consider Phillips Rental Properties, LLC's continued use of cash collateral. The bankruptcy judge has already authorized the Debtor, on an interim basis, to use cash collateral in accordance with a budget, through and including July 29, 2011. The Debtor is authorized to pay the estimated expenses that are necessary to prevent immediate and irreparable harm to the Debtor's estate during the Budget period. The Debtor's estimated income and expenses are identified in the income and expense Budget. Any variance in the expense figures set forth in the Interim Budget in excess of 10% will require approval by the Court. The U.S. Trustee for Region 16 and the Internal Revenue Service reserve the right to object to the claim or any security interest of Bank of Tennessee, Carter County Bank, Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions Bank and TriSummit Bank further reserve any and all rights. A copy of the Budget is available for free at: http://bankrupt.com/misc/PhillipsRental_CashCollBudget.pdf About Phillips Rental Properties Piney Flats, Tennessee-based Phillips Rental Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53129) on Dec. 7, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,499,682 in total assets and $9,650,892 in total liabilities. No unsecured creditors committee has been appointed in the case. PJ FINANCE: Has Until Oct. 3 to Assume or Reject Leases ------------------------------------------------------- At PJ Finance Company, LLC and its debtor affiliates' behest, Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the time by which the Debtors must assume or reject real property leases through and including Oct. 3, 2011. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, argued that even if certain of the nonresidential real property leases ultimately will not be assumed, the Debtors should not be forced at this early stage of their Chapter 11 cases to either incur prematurely potentially significant administrative claims or settle on business plan before the Debtors have had an opportunity to review all of their books and records. Despite their best efforts, the Debtors' review of their records to make that determination is still ongoing, he asserted. Extending the Lease Decision Period will thus permit the Debtors to timely review any Real Property Leases and evaluate them in the context of the efforts to reorganize, he added. 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. PLATINUM PROPERTIES: Court Set to Enter Cash Collateral Order ------------------------------------------------------------- Judge Basil H. Lorch, III of the U.S. Bankruptcy Court for the Southern District of Indiana scheduled a final hearing to consider stipulations between Platinum Properties, LLC and its project lenders authorizing use of cash collateral for July 5, 2011 at 10:30 a.m. The Court entered orders approving on an interim basis the Stipulations with Bank of America; MK Investment Group, LLC, and Christel DeHaan Revocable Trust; Arbor Homes, LLC; Farra & Co., L.P. and First Financial Bank, as trustee of the James J. Nelson IRA Trust; First Internet Bank; and The Ralph L. Wilfong, II Charitable Remainder Unitrust. The Court approved on a final basis the Stipulation with MK Investment and Christel DeHaan. Platinum has not entered into an agreement with Indiana Bank & Trust. In connection, Judge Lorch authorized the Debtors, on a final basis, to use Cash Collateral to the extent of the Operating Proceeds through to the earlier of the effective date of a confirmed Chapter 11 plan of reorganization or the dismissal or conversion of the Chapter 11 cases. The Court recognized that the Debtors have an immediate need to access the Cash Collateral in order to continue their operations and pay the necessary and reasonable expenses of operating their businesses. The Court entered an interim order to permit the Debtors' use of cash collateral through and including May 27, 2011. Except as provided under the Court-approved Stipulations with the Project Lenders, proceeds other than Operating Proceeds will be held by the Debtors in escrow with the liens of the applicable Project Lender attaching to the Lender Proceeds. The relief in the Cash Collateral Motion adequately protects the interests of the Project Lenders. The Final Cash Collateral Order will be applicable to and operative in the case of any Project Lender not subject to an approved Stipulation. While it is in effect, an approved Stipulation is in lieu of, and will take the place of, the Final Cash Collateral Order, Judge Lorch ruled. The Debtors are authorized to use Cash Collateral to pay the necessary and reasonable expenses of operating their businesses, including without limitation, payroll expenses, utility services, payroll taxes, insurance, supplies and equipment, vendor and supplier services, and other expenditures as are necessary for operating the Debtors' businesses. The Debtors are also authorized to make payments authorized under other orders entered by the Court, including for payment of professional and other administrative expenses. The Court also deemed PNC Bank, National Association's objections relating to budgets of the Debtors withdrawn based upon representations of the Debtors that they will provide financial information to PNC upon receipt of a signed confidentiality agreement, and provide Debtor specific monthly reporting and projections in a format to be determined after consultation with the U.S. Trustee Trustee for Region 10. The PNC Objections relating to the application of deposits and credits to builders and the Mortgage dated February 28, 2011 between Arbor Homes, LLC and Platinum have been resolved through modifications to the final Lot Sale Order and the Stipulation with Arbor Homes, LLC, and are thus overruled. The PNC Objections relating to the Stipulations with BofA, and MK Investment Group, LLC and the Christel DeHaan Revocable Trust are withdrawn/resolved. Full-text copies of the Cash Collateral Stipulations are available for free at: http://bankrupt.com/misc/PlatinumProp_MKChristelCashCollStip.pdf http://bankrupt.com/misc/PlatinumProp_ArborHomesCashCollStip.pdf http://bankrupt.com/misc/PlatinumProp_FarraCashCollStip.pdf http://bankrupt.com/misc/PlatinumProp_FirstInternetCashCollStip.pdf http://bankrupt.com/misc/PlatinumProp_RalphCashCollStip.pdf About Platinum Properties and PPV LLC Indianapolis, Indiana-based Platinum Properties, LLC, is a residential real estate developer. Platinum acquires land, designs the projects, obtains zoning and other approvals, and constructs roads, drainage, utilities, and other infrastructure of residential subdivisions. Platinum then sells the finished, platted lots. Platinum also has an ownership interest in several special purpose entities that in turn own, operate and manage individual projects. PPV LLC is a joint venture between Platinum and a non-debtor entity, Pittman Partners, Inc., each of whom hold an equity interest in PPV. PPV owned four projects directly and owns 100% of the membership interest of Sweet Charity Estates, LLC. Platinum Properties and PPV LLC filed for Chapter 11 protection (Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011. Lawyers at Baker & Daniels serve as the Debtors' bankruptcy counsel. Platinum Properties disclosed $14,624,722 in assets and $181,990,960 in liabilities as of the Chapter 11 filing. The U.S Trustee has not yet appointed a creditors committee in the Debtor's case. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its counterparty credit rating on Prodigy Health Group Inc. to 'BB+' from 'B+'. "At the same time, we removed the rating from CreditWatch with positive implications and assigned a stable outlook. Subsequently, we withdrew our rating on Prodigy at Aetna's request. In addition, we withdrew our issue-level ratings on Prodigy's senior secured debt because all of this debt has been repaid," S&P related. "Our rating action follows Aetna's announcement that it has completed its acquisition of Prodigy. We upgraded Prodigy because we view the company as strategically important to the Aetna organization," said Standard & Poor's credit analyst James Sung. "We believe that Prodigy is a good strategic fit for Aetna because it improves Aetna's self-funded product offerings to the small-to-midsize employer group markets." Initial integration between the two companies will be somewhat limited as Aetna plans to maintain Prodigy's current management team, operating structure, and brand names. "We typically view acquired companies as either strategically important or not strategically important, but rarely core, at least during their first year or two within a group," S&P added. REDAN HAIRSTON: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Redan Hairston Pediatrics and Adult Medicine, LLC 4850 Redan Road Stone Mountain, GA 30088 Bankruptcy Case No.: 11-68899 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Gregory D. Coleman, Esq. BURROUGHS JOHNSON HOPEWELL COLEMAN, LLC 4262 Clausell Court, Suite A Decatur, GA 30035 Tel: (404) 288-4500 Fax: (404) 289-2888 E-mail: gregorydcoleman@bjhlawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-68899.pdf The petition was signed by Michele Sewell, MD, owner. REITTER CORP: Luis R. Carrasquillo Approved as Accountant --------------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico authorized Reitter Corporation to employ Luis R. Carrasquillo Ruiz, CPA, and Luis R. Carrasquillo & Company, PSC as as accountant to assist its management in the financial restructuring of its affairs by providing advice in strategic planning and the preparation and or review of Debtor's plan of reorganization, disclosure statement and business plan, and participating in Debtor's negotiations with financial institutions, lessor, and Debtor's creditors. As reported in the Troubled Company Reporter on May 30, 2011, the duties of Mr. Carrasquillo will principally consist of strategic counseling and advice, pro forma modeling preparation, financial/business assistance, preparation of documentation as requested for and during Debtor's Chapter 11, specifically as it is related to and has an effect on Debtor, well as recommendations and financial/business assessments regarding issues specifically related to Debtor or other assistance in accounting, taxes, and/or operational matters. The Debtor has retained Mr. Carrasquillo on the basis of $12,000 advanced by the Debtor, against which Mr. Carrasquillo will bill as per his hourly billing rates. To the best of the Debtor's knowledge, Mr. Carrasquillo is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Reitter Corporation San Juan, Puerto Rico-based Reitter Corporation filed for Chapter 11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug. 6, 2010. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its restructuring effort. In its schedules, the Debtor disclosed US$20,440,765 in total assets and US$17,250,033 in total debts. RENO REDV'T: S&P Lowers Rating on Tax Increment Bonds to 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating and underlying rating (SPUR) to 'BB' from 'BBB-' on Reno Redevelopment Agency, Nev.'s senior-lien 2007A (taxable) and 2008B tax increment bonds. Standard & Poor's also lowered its rating to 'BB+' from 'BBB' on the agency's 1998F superior-lien tax increment bonds. The outlook is negative. "The rating actions reflect our view of declines in both the agency's assessed value and debt service coverage, which will fall to below 1x and could require the agency to use its debt service reserve to cover fiscal 2012 debt service," said Standard & Poor's credit analyst Bryan Moore. The ratings reflect S&P's opinion of the agency's: Relatively small project area that covers 323 acres, or just 0.09% of Reno, Nev.; High volatility ratio of 0.75 in fiscal 2011, which indicates sensitivity to assessed value (AV) fluctuations; and Tax base concentration in a highly volatile industry. "The negative outlook reflects our expectation that the agency will likely meet its debt service obligations in fiscal 2011 despite successive years of declining AV. Accordingly, should AV continue to decline as projected in fiscal 2012, we believe that DSC based on current-year AV is likely to fall below 1x. If this trend continues past fiscal 2012, we could lower the rating. A lack of further declines or a moderate increase in AV levels would likely represent a stabilizing credit factor, in our view," S&P said. REPICEL LIFE: RepliCel Life Posts C$897,300 Net Loss in Q1 2011 --------------------------------------------------------------- In a Form 6-K filing Thursday, RepliCel Life Sciences Inc., formerly Newcastle Resources Ltd., reported its interim results for the three months ended March 31, 2011. The Company reported a net loss of C$897,298 for the first quarter of 2011, compared with a net loss of C$348,219 for the same period of 2010. The Company had no revenue from operations during the three months ended March 31, 2011, or 2010. The Company's balance sheet at March 31, 2011, showed C$2.86 million in total assets, $250,535 in total liabilities, and shareholders equity of $2.61 million. "At March 31, 2011, the Company is still in the research stage, and has accumulated losses of $4,372,935 since its inception and expects to incur further losses in the development of its business, which casts significant doubt about the Company's ability to continue as a going concern," RepliCel said in the filing. A copy of the Form 6-K is available at http://is.gd/8YIb7T Headquartered in Vancouver, Canada, RepliCel Life Sciences Inc. is in the business of developing and patenting a new hair cell replication technology that has the potential to become the world's first autologous treatment for pattern baldness and general hair loss in men and women. RESERVE DEVELOPMENT: Court Yet to Rule on Dismissal Motion ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada has yet to rule on The Reserve Development, LLC's request to dismiss Chapter 11 case. The hearing on the matter was continued to June 22, 2011 at 2:00 p.m. pursuant to a Court-approved stipulation. The motion was originally set for hearing on June 9, 2011. Laurel E. Davis, Esq., at Fennemore Craig, P.C., in Las Vegas, Nevada, asserts that dismissal of the Debtor's Chapter 11 case is warranted because the Debtor's primary asset, the Spanish Palms Condominium Project, has been foreclosed upon by Corus Construction Venture, LLC. The Property is a 372-unit condominium project located at 5250 South Rainbow, in Las Vegas, Nevada. She cites the Debtor's remaining assets are two bank accounts: (i) a bank account in Idaho with a balance of just under $341,000; and (ii) a bank account in Nevada with a balance of approximately $72,000. In conjunction with entry of the dismissal order, the Debtor seeks Court approval to pay allowed administrative expenses and uncontested unsecured claims with any excess of funds distributed to the Debtor's equity. The Debtor's Chapter 11 administrative expenses total $115,000, consisting of attorneys' fees and costs of $112,000 due Fennemore Craig, P.C. and an appraiser fee of $2,900. The Reserve Development LLC, based in Las Vegas, Nevada, owns and operates the remaining unsold units of the Spanish Palms Condominium Project, a fractured 372 unit condominium project located at 5250 South Rainbow, in Las Vegas, Nevada. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-26715) on Sept. 1, 2010. Laurel E. Davis, Esq., at Fennemore Craig, P.C., represents the Debtor. In its schedules, the Company disclosed $13,274,818 in assets and $25,842,878 in liabilities as of the Petition Date. RIO RANCHO: Had Until June 30 to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, approved the stipulation between Rio Rancho Super Mall, LLC, and Wilshire State Bank regarding the Debtor's use of Cash Collateral through June 30, 2011. A full-text copy of the Cash Collateral Order and the Budget is available for free at http://ResearchArchives.com/t/s?7662 Moreno Valley, California-based Rio Rancho Supermall, LLC, owns, manages and operates a commercial property known as the Rio Rancho Super Mall that is utilized as an indoor swap-meet and retail mall. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-16835) on March 2, 2011. Thomas E. Kent, Esq., who has an office in Los Angeles, California, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $7,691,584 in assets and $12,253,866 in debts as of the Chapter 11 filing. ROUND TABLE: Hearing on Motion to Appoint Examiner on July 13 ------------------------------------------------------------- Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California scheduled a hearing to consider General Electric Capital Corporation's motion to direct appointment of examiner in Round Table Pizza, Inc. and its debtor affiliates' Chapter 11 cases for July 13, 2011 at 2:00 p.m. Gregory O. Lunt, Esq., at Latham & Watkins LLP, in Los Angeles, California -- gregory.lunt@lw.com -- relates that GE Capital and The Prudential Insurance Company of America, secured lenders to the Debtors, and the Official Committee of Unsecured Creditors have repeatedly requested that the Debtors investigate a sale now. The Secured Lenders believe that the Debtors' proposed reorganization plan is not confirmable and would inevitably lead to a time-consuming, costly and futile confirmation process. However, the Debtors continue to refuse these requests, asserting that a future sale will result in greater realized value than a sale today, he says. "It is becoming increasingly apparent that the Debtors' reasons for not considering a sale now are nothing more than a pretext for what is really driving their decision: the Debtors' senior management is hopelessly conflicted and self-interested," Mr. Lunt asserts. He contends that the Debtors' executive officers are motivated to pursue the interests of the Debtors' employee stock ownership plan, even to the disadvantage of other stakeholders, as a way to mitigate against the risk of litigation and personal liability arising from the sole and exclusive duty that they owe to the ESOP as fiduciaries under the Employee Retirement Income Security Act of 1974. Indeed, senior management stands to gain millions of dollars more through a future sale than they would receive in a sale during these cases, he discloses. In light of the management's inherent conflicts and evident self- interest in not pursuing a bankruptcy sale, an appointment of an examiner pursuant to Section 1104(c) of the Bankruptcy Code is warranted to investigate, and if appropriate, pursue a sale of the Debtors' business, GE Capital tells the Court. GE Capital proposes that an examiner in these Chapter 11 cases will: * investigate the level of interest and the likely prospects of a sale by immediately commencing a sale effort; * direct the preparation of solicitation and information materials and coordinate due diligence by prospective purchasers; * evaluate the various bidders interested in participating in the sale process to ensure the financial viability and credibility of their bids; * negotiate with prospective purchasers. If the examiner determines that a sale is viable and appropriate in these cases, it would determine which of these options to pursue: (i) an auction for the Debtors' business or assets with a stalking horse bid, (ii) an auction for the Debtors' business or assets without a stalking horse bid; or (iii) a private sale of the Debtors' business or assets without an\ auction. The Examiner would need to obtain the consent of the Secured Lenders and the Committee for its selected Sale Option before seeking Court approval for a sale; * if an auction is held, the examiner would develop and promulgate bidding procedures and rules in consultation with the Secured Lenders and the Committee. The examiner would then seek Court approval of the winning offer at the hearing on the Sale Motion; * if the examiner determines that a sale is not viable or would not be appropriate in these Chapter 11 cases, the examiner would promptly notify the Debtors, the Secured Lenders and the Committee and give them the reasons for its determination. The examiner would also promptly file a report with the Court to that effect; and * provide periodic updates to Court and would be required to maintain an open dialogue with the various constituencies in these cases, including the Secured Lenders and the Committee. The Secured Lenders will work with the Committee prior to the hearing on this Motion to attempt to identify appropriate candidates to serve as examiner. About Round Table Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as its auditor and accountant, Farella Braun + Martel LLP as counsel for the special purpose of providing non-bankruptcy corporate law and general litigation services, Littler Mendelson P.C. to advice on employment law matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real estate consultant, Snell & Wilmer, LLP to advise and represent the Debtor in matters related to franchise law, and Hinman & Carmichael LLP as Beverage Law counsel. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. On Feb. 22, 2011, the Acting U.S. Trustee appointed an official committee of unsecured creditors. The committee has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: School House Plaza, LLC 417 Purchase Street South Easton, MA 02375 Bankruptcy Case No.: 11-16268 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Michael J. Fencer, Esq. JAGER SMITH, PC One Financial Center Boston, MA 02111 Tel: (617) 951-0500 E-mail: mfencer@jagersmith.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/mab11-16268.pdf The petition was signed by Charles M. Mirrione, president of Mirrione Realty Corp., manager. Affiliates that previously sought Chapter 11 protection: Entity Case No. Petition Date ------ -------- ------------- Charles M.Mirrione 11-13238 04/10/11 John L. Hooper 11-13295 04/12/11 SCOVILL FASTENERS: New Trustee Promptly Files Conversion Plea ------------------------------------------------------------- The bankruptcy judge ordered and approved the appointment of a Chapter 11 trustee in the Chapter 11 case of Scovill Fasteners Inc. on June 30, 2011, at the behest of the official committee of unsecured creditors. The United States Trustee named S. Gregory Hays, of Hays Financial Consulting, LLC, in Atlanta Georgia, as Chapter 11 trustee: Gregory Hays, CTP, CIRA Founder and Managing Principal HAYS FINANCIAL CONSULTING, LLC Atlanta Financial Center 3343 Peachtree Road, Suite 200 Atlanta, GA 30326-1420 Tel: (404) 926-0051 Fax: (404) 926-0055 E-mail: ghays@haysconsulting.net Just a day after the appointment, the Chapter 11 trustee and the Creditors Committee, on July 1, filed a joint motion seeking an order converting the Chapter 11 cases to cases under chapter 7 due to the mounting and already substantial cost of administration of these estates in chapter 11, the absence of an operating business of the Debtors, the fact that conversion of the cases is in the best interests of the estates, the Debtors, and the creditors of the estates. The Committee, in its request for a Chapter 11 trustee, said that appointing a trustee will be the "most cost efficient means" for wrapping up the liquidation. In their motion for conversion, the Chapter 11 trustee and the Committee said there is no reasonable likelihood of rehabilitation or of a plan being confirmed in the Chapter 11 cases. Prior to the conversion, Scovill filed a motion to terminate health and life insurance benefits for retired and disabled workers. The U.S. Trustee opposes, citing that Scovill hasn't complied with bankruptcy law because it must first negotiate benefit changes with a "representative" for the workers. Because no representative has been named, the bankruptcy watchdog for Justice Department says Scovill can't terminate benefits even if there will be no cash left. About Scovill Fasteners Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and Scovill Manufacturing Co. -- produces snap fasteners and tack buttons. It manufactures the majority of its products at its 300,000 square foot factory located in Clarkesville, Georgia. Clarkesville is also its headquarters location. Scovill Fasteners along with affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on April 19, 2011. Heather N. Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy counsel. BMC Group Inc. is the claims and notice agent. Scovill estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. An Official Committee of Unsecured Creditors was appointed in the case. The Committee is represented by Greenberg Traurig, LLP, as its counsel. SEACOR HOLDINGS: S&P Lowers CCR to 'BB+' on Weak Credit Metrics --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based SEACOR Holdings Inc. to 'BB+' from 'BBB-'. "At the same time, we lowered the senior unsecured debt rating on SEACOR to 'BB+' from 'BBB-'. We assigned a '3' recovery rating to these notes, indicating our expectation of meaningful (50% to 70%) recovery in the event of payment default. The outlook is stable," S&P stated. The pace of exploration and production activity in the Gulf of Mexico continues to remain weak because of slower-than-expected drilling permit awards by the Bureau of Ocean Energy Management. "SEACOR has historically derived about half of earnings and cash flows from this region, and given the softness in activity there, we foresee continued tepid demand for SEACOR's marine and aviation vessels that transport supplies and personnel to drilling locations. We expect continuing lackluster utilization and day rates resulting in credit measures that are below our expectation for an investment-grade rating, leaving debt to EBITDA in excess of 3x," said Standard & Poor's credit analyst Marc D. Bromberg. "On a global basis, utilization and day rates were very weak in the first quarter (65.1% and $10,123, respectively, versus 71.5% and $11,339 in first-quarter 2010), and we expect these measures to remain relatively weak over the near term, particularly in the deepwater Gulf. Clean-up activities related to Macondo in the latter half of 2010 masked the underlying weakness from the GOM region and the company's offshore marine service and aviation businesses. In first-quarter 2011, which does not include any clean-up benefits, SEACOR posted approximately $5 million in segment profit from these two businesses, about $20 million less than the year-ago first quarter. Given our expectation that the Gulf will remain weaker than we initially expected, we do not envision much improvement in these segments over the near term," S&P said. "We foresee that international opportunities for these vessels will be soft as well, as unutilized vessels will increasingly bid for overseas work, which we think will pressure international day rates (operators tend to discount pricing to the level of cash costs during industry oversupply). Offshore marine services has historically represented about half of SEACOR's EBITDA, so we think that soft conditions in this segment will cause SEACOR's overall weak profitability," S&P related. The ratings on SEACOR reflect the company's diversified business profile, its well-positioned business in dry bulk inland barges, and its strong liquidity position. The ratings also reflect aggressive leverage and SEACOR'S exposure to GOM. S&P considers SEACOR's business profile to be satisfactory and its financial risk profile to be intermediate. "The stable outlook reflects our expectation that SEACOR's international operations will enable it to maintain credit measures in line with a 'BB+' rating, notwithstanding our expectation that international utilization and day rates could come under some pressure in the near term due to additional capacity. We could lower the rating if leverage exceeds 3.5x for several quarters without potential for improvement. We consider an upgrade unlikely in the near to medium term, due to our assessment of SEACOR's business risk profile and exposure in the Gulf," S&P stated. SEARCHMEDIA HOLDINGS: Marcum Bernstein Raises Going Concern Doubt ----------------------------------------------------------------- SearchMedia Holdings Limited filed on June 30, 2011, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2011. Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial doubt about SearchMedia Holdings' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring net losses from operations and has a working capital deficiency. The Company reported a net loss of $46.6 million on $49.0 million of revenues for 2010, compared with a net loss of $22.6 million on $37.7 million of revenues for 2009. The Company's balance sheet at Dec. 31, 2011, showed $86.9 million in total assets, $86.4 million in total liabilities, and stockholders' equity of $463,000. A copy of the Form 20-F is available at http://is.gd/Am5UIK Headquartered in Shanghai, China, SearchMedia Holdings Limited is a multi-platform media company operating primarily in the out-of- home advertising industry. The Company's multi-platform offerings are cross-marketed by a sales force located in 15 offices across China. Advertising clients are from industries ranging from telecommunications, insurance and banking, to automobile, real estate, electronics and fast moving consumer goods. SEMINOLE TRIBE OF FLORIDA: Fitch Affirms 'BB+' Rating on Bonds -------------------------------------------------------------- Fitch Ratings affirms the 'BB+' rating on approximately $1.8 billion of Seminole Tribe of Florida' (STOF) outstanding gaming division bonds and terms loans and 'BB' on approximately $530 million of STOF's special obligation bonds. Fitch also assigns a 'BB' Issuer Default Rating to STOF and withdraws the previously assigned 'BB' Issuer Rating. The assignment of an IDR incorporates Fitch's updated methodology, which was published on March 18, 2011 in the criteria report 'Native American Gaming: Rating Methodology'. The Rating Outlook is Stable. The 'BB' IDR and the Stable Rating Outlook reflect STOF gaming division's strong operating and financial profiles. STOF has sizable gaming operations in two distinct, deep Florida markets and benefits from having no competition in Tampa and limited competition in southeast Florida. Financial metrics are strong for the 'BB' IDR, with debt-to-EBITDA through last twelve months period ending March 31, 2011 at 2.2 times (x) and debt service coverage by EBITDA at 3.4x. The ratings incorporate Fitch's concerns relating to STOF's tribal-side governance and controls, which became heightened at the time the Native American Gaming Commission's submitted Notice of Violation to STOF. The June 2010 NOV letter cited STOF's failure to comply with the tribe's own bylaws and the Indian Gaming Regulatory Act with respect to allocating gaming related revenues. Notice of Violation Resolved but Concerns Remain: Since the NOV, STOF has entered into a Civil Fine Assessment (CFA) agreement with the NIGC whereby the tribe pays a fine of $500,000 and agrees to undergo an annual audit of its adherence to the use of net gaming revenue provisions. The audit will span three years. The tribe also agreed to be assessed a $1.5 million fine should the tribe violate any terms of the CFA and not cure the violations within a stipulated timeframe. Fitch views the CFA agreement positively as it will provide a timelier and more transparent reporting framework pertaining to STOF's progress in implementing policies and control measures related to the tribal distributions from the gaming revenues. Fitch has not received the report for fiscal year 2010 (fiscal years ends Sept. 30), but management has indicated that there were no findings in the audit process. More recently, STOF held elections for its tribal council in May 2011, which resulted in three new council members defeating the incumbents. When counting the 2010 election of Manuel Tiger, who replaced David Cypress after the latter resigned, four of the five council positions turned over in the past year. The turned over positions included the position of the tribal Chairman, which is now filled by Chairman James Billie. Billie was STOF's Chairman from 1979 up to 2003, but there was a dispute during the last two years of his term as to his authority to act as Chairman. Uncertainty relating to the new government's decisions regarding the gaming enterprise and its commitment to improving the tribe's controls and governance is a concern. Fitch intends to meet with the newly elected tribal leaders in upcoming quarters to better discern the leadership's approach with the respect to the above. Greater confidence in the new leadership's governance practices, plus a track record of receiving clean annual audits of the tribe's gaming revenues use, will be positively factored into the ratings. In the near-term, as it relates to the new leadership, Fitch is most concerned about future decisions pertaining to the employment of the gaming division's top management. STOF's current gaming management is very well regarded, so Fitch could have increased concern if the new tribal leadership caused management turnover at the gaming enterprise. The employment contracts of the gaming division's CEO and CFO expire in May 2013. Potential Future Gaming Expansion in FL is a Concern, But Downside Risk is Limited: Two bills have been introduced in Florida legislature in the 2011 session to allow for up to five full scale casino resorts throughout the state. Both bills died at the committee level and the session came to an end in May. Genting Berhad (Genting, 'A-' IDR/Stable Outlook by Fitch) announced in May 2011 the purchase of 14 acres of prime land in Miami for $236 million from the McClatchy Company ('B-' IDR/Stable Outlook, owner of Miami Herald). Genting announced plans for a $3 billion mixed use project for the site, which will include entertainment, meeting space and retail as well as residential units. Ultimately, Genting hopes to build a casino on the site if future legislature approves it. The complex will be branded Resorts World. Other major gaming operators have also expressed interest in opening integrated casino-resorts in Florida. Fitch thinks the expansion bill will be revisited in 2012 and the legislature will balance the potential for new revenues through the licensing fees and gaming taxes plus the boost to the state's economy against the general political impartiality towards continued proliferation of gaming and the loss of revenue share payments currently paid by STOF. The potential legislation would also face considerable political pressure from STOF and the southeast Florida pari-mutuel industry. Under STOF's state Class III compact, STOF would stop paying its revenue share fee to the state based on the revenue generated in its Broward County facilities (generate about 45% of EBITDA) if commercial gaming was approved in either the Broward or Miami-Dade Counties. A commercial casino permitted elsewhere in the state, including near STOF's Tampa facility (50% of EBITDA), would violate the compact and jeopardize the entire revenue share fee for the state. Tampa's exclusivity for table games ends in 2015; however, exclusivity on slots extends to 2030. Fitch believes that the downside risk for STOF's ratings in case of approved expansion is limited, as increased competitive pressure will be offset by STOF's ability to cut its revenue share payments to the state. Fitch's projection scenarios assume minimal impact on EBITDA as long as revenue declines related to increased competition remain close to or less than 20%. Additionally, Fitch thinks that if STOF will be at a considerable competitive advantage relative to the commercial peers given the anticipated stark contrast in the tax/revenue share structures. Liquidity and Financial Flexibility: The gaming division transfers the bulk of residual cash flow to the tribal government, with free cash flow of the gaming division following the distribution being nominal. Nevertheless, cash at the gaming division is adequate and can meet about 40 days of operations after taking into account cage cash. STOF's gaming division does not maintain access to committed external liquidity in the form of a credit revolver or the like. The somewhat flexible nature of the free cash flow distribution to the government mitigates risk related to the lack of committed external liquidity. As is typical for a tribal gaming entity, the government is reliant on distributions from the gaming division, as the government produces significantly negative free cash flow before those distributions. STOF's nearest bullet maturity is in March 2014, when a term loan comes due. With the loan amortizing at about $77 million per year, there will be $715 million outstanding at the time of maturity. The next bullet maturity is in 2017, when the 2010 gaming division bonds come due. All other debt is subject to level monthly sinking fund payments of principal and fully amortize by maturity. Capital Structure: As of March 31, 2011, STOF had $2.3 billion of debt outstanding, comprised of approximately $950 million in term loans (41%), $840 million in gaming division bonds (36%) and $530 million special obligation bonds (23%). The term loans and the gaming division bonds are pari passu and are secured by a pledge of the trust estate, which includes a pledge of net revenue from Immokalee, Brighton and Coconut Creek gaming facilities, as well as certain revenues from Tampa and Hollywood enterprises. Tampa and Hollywood revenues pledged to the trustee include the tribe's minimum distribution payment from casino operations and the assignment of other revenues as governed by the series 2002 indenture. Debt service coverage below 3x triggers daily sweeps into trustee held funds and coverage below 2x triggers an adjustment to the tribal distribution payments so as to maintain core governmental operations. There is an additional debt test that prevents debt issuance if pro forma coverage is above 3x and EBITDA/debt ratio is below 4.5x (3.5x on the senior debt). Leverage through the senior debt measured using LTM period ending March 31, 2011 EBITDA is 1.7x and is 2.2x including special obligation bonds. There is a contingency debt service reserve fund for the gaming division bonds, which is triggered when coverage declines below 3x. Special obligation bonds are secured by bondholders' interest in the collateral, defined as all revenues deposited in the governmental distribution fund pursuant to the distribution agreement. Special obligation bondholders do not have an interest in the cash flows until such time as they are transferred from the gaming revenue bond trustee to the government distribution fund. Per the distribution agreement, STOF covenants that debt service will be paid before any distribution revenues are used for governmental purposes or per capita payments to members. There is no debt service reserve fund for the special obligation bonds. Fitch affirms these ratings: Seminole Tribe of Florida -- IDR at 'BB' -- $367 million Gaming Division Bonds, Series 2010A&B at 'BB+' -- $473 million Gaming Division Bonds, Series 2005A&B at'BB+' -- $948 million Term Loan at 'BB+' -- $435 million Special Obligation Bonds, Series 2007A&B at 'BB' -- $93 million Special Obligation Bonds, Series 2008A at 'BB' SENECA LANDING: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Seneca Landing, Inc. 1021 Crestwood LN Tacoma, WA 98466 Bankruptcy Case No.: 11-45363 Chapter 11 Petition Date: June 30, 2011 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Debtor's Counsel: David C. Smith, Esq. LAW OFFICES OF DAVID SMITH, PLLC 201 St Helens Ave. Tacoma, WA 98402 Tel: (253) 272-4777 E-mail: assistant@davidsmithlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Union Bank NA Foreclosure and $6,275,912 400 California Street collection San Francisco, CA 94104 The petition was signed by John Bechtholt, president. SHERWOOD BRANDS: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Sherwood Brands, LLC 9601 Blackwell Road, Suite 225 Rockville, MD 20850 Bankruptcy Case No.: 11-23807 Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Sherwood Brands, Inc. 11-23809 Sherwood Brands of Rhode Island, Inc. 11-23812 Sherwood Brands of Virginia, LLC 11-23813 Sherwood Brands Zip, LLC 11-23814 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: James Greenan, Esq. MCNAMEE, HOSEA, et. al. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: jgreenan@mhlawyers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Uziel Frydman $250,000 9601 Blackwell Road Suite 225 Rockville, MD 20850 The petitions were signed by Uziel Frydman, president. SIGNATURE STYLES: Creditors of Win Sale Changes ----------------------------------------------- Dow Jones' DBR Small Cap reports that unsecured creditors will play a key role in Signature Styles LLC's search for a buyer after complaining that equity owner Patriarch Partners rigged the sale process to ensure it kept control of the company's Newport News, Spiegel and Shape FX women's apparel brands. 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. SONYA, LLC: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sonya, LLC dba Quality Inn 4300 Coastal Highway 17 South Richmond Hill, GA 31324 Bankruptcy Case No.: 11-41352 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: R. Brandon Galloway, Esq. GALLOWAY & GALLOWAY, PC P.O. Box 674 Pooler, GA 31322 Tel: (912) 748-9100 Fax: (912) 748-9109 E-mail: amanda@gallowaylaw.com Scheduled Assets: $2,116,315 Scheduled Debts: $3,697,335 A list of the Company's 16 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/gasb11-41352.pdf The petition was signed by Sanmukh Patel, owner. SOUTH OF THE STADIUM: Taps Richard Ward as Counsel -------------------------------------------------- South of the Stadium I LLC asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ Richard W. Ward as its counsel to assist the Debtor in carrying out the duties as debtor in possession. The Debtor says Mr. Ward received totaling $9,961 retainer fee. Mr. Ward charges $300 per hour for this engagement. The Debtor assures the Court that Mr. Ward is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011. Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No. 11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273), and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290) also filed on the same day. Judge D. Michael Lynn presides over the cases. Richard W. Ward, Esq. -- rwward@airmail.net -- Plano, Texas, serves as the Debtors' bankruptcy counsel. South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings LLC each estimated assets and debts of $10 million to $50 million in their petitions. 261 CW Springs estimated assets and debts of $1 million to $10 million in its petition. The petitions were signed by Jeff Shirley, authorized representative. SOUTH OF THE STADIUM: Files Schedules of Assets And Liabilities --------------------------------------------------------------- South of the Stadium LLC delivered its schedules of assets and liabilities to the U.S. Bankruptcy Court for the Northern District of Texas, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property $19,000,000 B. Personal Property C. Property Claimed as 2,499 Exempt D. Creditors Holding Secured Claims $14,573,064 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims 772,718 ------------ ------------ TOTAL $19,002,499 $1,534,578 A full-text copy of the schedules and statements is available for free at http://bankrupt.com/misc/SOUTH_Schedules.pdf South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011. Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No. 11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273), and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290) also filed on the same day. Judge D. Michael Lynn presides over the cases. Richard W. Ward, Esq. -- rwward@airmail.net -- Plano, Texas, serves as the Debtors' bankruptcy counsel. South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings LLC each estimated assets and debts of $10 million to $50 million in their petitions. 261 CW Springs estimated assets and debts of $1 million to $10 million in its petition. The petitions were signed by Jeff Shirley, authorized representative. SOUTH GATE: S&P Lifts Rating on Pension Obligation Bonds to BB+ --------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating and underlying rating (SPUR) to 'BB+' from 'BB-' on South Gate, Calif.'s pension obligation bonds (POBs). The outlook is stable. "The raised ratings reflect our view of the city's improved financial position," said Standard & Poor's credit analyst Jen Hansen. The ratings reflect S&P's opinion of the city's: History of operating deficits over at least the last decade; Negative general fund cash balance in audited fiscal 2010 (negative $568,000); Weak economic base, as demonstrated by a 25% decline in fiscal 2009 sales tax revenues; and Low per capita effective income and consistently high unemployment. Partially offsetting these weaknesses is S&P's view of: Voter approval of a 1% sales tax increase, which has stabilized sales tax revenues, and Management projections of a positive general fund balance for fiscal 2011. "The stable outlook reflects our view that the city's financial position will improve, according to management's projection. It also takes into account our expectation that the city will maintain a positive general fund balance despite recent budget challenges," S&P said. STALLION OILFIELD: S&P Affirms 'B-' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Houston- based Stallion Oilfield Holdings Inc. to positive from stable and affirmed its 'B-' corporate credit rating on the company. The rating on the senior secured notes due 2015 remains 'B-', same as the corporate credit rating on the company. The recovery rating is '4', indicating S&P's expectations of average (30% to 50%) recovery in the event of default. "The positive outlook reflects the continued recovery in the North American oilfield services market, the company's improving debt leverage measures, and adequate liquidity," said Standard & Poor's credit analyst Stephen Scovotti. "Demand for Stallion's services has improved with the rig count, resulting in improved operating performance." In addition, Stallion's key credit measures continue to strengthen. Adjusted debt to EBITDA improved to about 2x as of March 31, 2011, and should continue to improve modestly in the near term. The ratings on Stallion Oilfield Holdings Inc. reflect Standard & Poor's view of the company's highly leveraged capital structure and its participation in the highly cyclical North American oilfield services market. The ratings also reflect the currently strong market conditions, the company's improved capital structure, and low annual maintenance capital spending requirements. In the last few quarters, demand for Stallion's services has gradually improved due to an uptick in drilling activity mainly in the shale plays, buoyed by stable crude oil prices and increased capital spending by E&P companies. As of March 31, 2011, adjusted debt to trailing-12-months EBITDA improved to about 2x at March 31, 2011, and should continue to improve modestly in the near term. Likewise, EBITDA coverage of interest expense was 3.6x for the last 12 month (LTM) March 31, 2011, period and should modestly improve in the near term. The positive outlook reflects the potential for a ratings upgrade over the next 12 months. If Stallion sustains debt leverage of 5.0x or less, while maintaining its current liquidity, S&P could raise ratings. STEPHEN BRASWELL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Stephen R. Braswell Ernestine D. Braswell 107 East Oglethorpe Avenue Savannah, GA 31401 Bankruptcy Case No.: 11-41350 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtors' Counsel: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.com Scheduled Assets: $1,143,284 Scheduled Debts: $1,927,868 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/gasb11-41350.pdf STEWART & STEVENSON: S&P Raises CCR to 'B' on Improved Demand ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Stewart & Stevenson LLC to 'B' from 'B-'. The outlook is stable. "At the same time, we raised the senior unsecured rating to 'B-' from 'CCC+'. The recovery rating remains '5', indicating our expectation of modest recovery (10% to 30%) in the event of a payment default," S&P stated. "The upgrade reflects the continued recovery in the North American oilfield services market, the company's improving debt leverage ratios, and its adequate liquidity," said Standard & Poor's credit analyst Stephen Scovotti. Demand for Stewart & Stevenson's equipment, particularly well stimulation, has improved with the rig count, resulting in an increase of about 37% in order backlog to about $412.21 million as of April 30, 2011, from $259.9 million on May 1, 2010. Stewart & Stevenson's key credit metrics have significantly improved -- adjusted debt to EBITDA to 2.5x as of April 30, 2011, and EBITDA interest coverage to 3.7x for the last 12 months ended April 30, 2011. "We expect adjusted debt to EBITDA to improve further, albeit modestly, by year-end 2011," S&P related. "The stable outlook reflects our expectations that the company's order backlog will remain strong, while the company maintains adequate liquidity," S&P stated. "We could revise the outlook to negative if industry conditions weaken, and the company is unable to maintain its improved financial performance including run-rate debt leverage below 6.0x. Given Stewart & Stevenson's relatively small scale and its inherent sales volatility, a positive rating action is unlikely at this time," S&P added. TARYAG REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Taryag Realty, LLC 1621 51st Street Brooklyn, NY 11204 Bankruptcy Case No.: 11-29768 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: David C. Steinmetz, Esq. LAW OFFICE OF DAVID C STEINMETZ, LLC 212 2nd Street, Suite 304 Lakewood, NJ 08701 Tel: (732) 367-1880 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by the secretary. TERRESTAR NETWORKS: Hearing on Hughes Settlement Set for July 18 ---------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on July 18, 2011, at 2:00 p.m. (prevailing Eastern Time), to consider approval of a stipulation entered by TerreStar Corporation, et al., with Hughes Network Systems, LLC. Objections, if any, are due July 11. The stipulation was entered in relation to certain amounts owed to Hughes by TerreStar Networks Inc. On Dec. 9, 2010, Hughes filed claim amounting to $4,608,229. On Dec. 13, 2006, TSN entered into the Site Preparation and Site Hosting Agreement with Hughes, under which Hughes agreed to provide certain site hosting services and equipment for the Ground Station at the North Las Vegas site. Under the O&M Agreement, Hughes provides (a) monitoring services 24 hours a day, seven days a week, every day of the year; (b) certain preventive and corrective maintenance; and (c) certain additional services (e.g., inventory management, warranty management, daily operations reporting, and operations security). The O&M Agreement automatically renews for successive one-year renewal terms unless either party provides 90 days notice of intent not to enter into the next renewal term. The salient terms of the stipulation include, among other things: a. Pursuant to that certain letter agreement dated June 9, 2011, regarding the S-BSS Contract and the TerreStar S-Band Satellite Beam Access Subsystem System Warranty and Maintenance Plan, dated as of May 16, the parties will continue to operate in the ordinary course of business under a certain bridge agreement; b. TSN will make future payments when due in the ordinary course under each of the Hughes Agreements, as applicable, pursuant to the terms of the agreements, as amended, until the earlier of (a) the effective date on which any Hughes Agreement(s) are assumed and assigned to the successful bidder; (b) the effective date of any chapter 11 plan confirmed in TSN's chapter 11 case; and c) the effective date of an order authorizing the rejection of any Hughes Agreement(s); and c. Upon entry by the Bankruptcy Court of the stipulation, the Parties will amend the Hughes Agreements to restructure payments due under the Hughes Agreements. About TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC's case is jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who sought joint administration with TSC are TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holdings Inc., and MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks -- TSN -- the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100 million to $500million in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. TRIBUNE CO: Judge Gross Named Mediator in ERISA-Related Claims -------------------------------------------------------------- Bankruptcy Judge Carey appointed the Hon. Kevin Gross as mediator to conduct non-binding mediation concerning the claims against Tribune and its affiliates and related matters arising from the matters at issue in: (i) a civil action styled Dan Neil and Eric Bailey, individuals on behalf of themselves and on behalf of all others similarly situated v. Samuel Zell, GreatBanc Trust Company, EGI-TRB, LLC et al., including any indemnification claims of GreatBanc related thereto; (ii) 71 proofs of claim filed by the U.S. Department of Labor in unliquidated amounts against Tribune Company and 70 of its subsidiaries; and (iii) Claim No. 6254 filed by the Internal Revenue Service against Tribune, asserting, in part, a claim for tax penalties arising from or related to alleged ERISA violations. The Mediator may conduct the mediation as he sees fit, establish rules of the Mediation, and consider and take appropriate action with respect to any matters the Mediator deems appropriate in order to conduct the Mediation, subject to the terms of this order. However, the IRS will not be required to make available, by phone or otherwise, an official with final settlement authority nor any official other than its counsel of record in these Chapter 11 cases, nor will the IRS's counsel of record be required to submit an offer for consideration by an official with a final settlement authority without first obtaining the recommendations required under the U.S. Department of Justice's ordinary settlement procedures. Mediation started on May 4, 2011, according to court papers. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Removal Period Extended to Dec. 30 ---------------------------------------------- Tribune Co. and its units sought and obtained from the Bankruptcy Court an additional extension of their deadline to file notices of removal of claims and causes of action through December 30, 2011. Pursuant to Rule 9006-2 of the Local Rules of the Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware, the filing of the Debtors' Motion automatically extends the June 30, 2011 Removal Action Period until a hearing on the Debtors' Motion without the need for a bridge order. The Debtors nonetheless seek a haring on their request on June 28, 2011 so that an appropriate order may be entered at the Court's convenience. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, states that many of the claims that are the subject of avoidance actions in these Chapter 11 cases may be eliminated, reduced or modified in the event the DCL Plan is confirmed, because the DCL Plan provides for full payment to general unsecured creditors of the subsidiary Debtors. After an extensive and lengthy evidentiary trial, closing arguments in connection with the confirmation proceedings on the Competing Plans are scheduled for June 27, 2011, he says. Indeed, it remains uncertain whether the plan confirmation will occur prior to the June 30, 2011 expiration of the avoidance period, he points out Even if the DCL Plan or the Noteholder Plan is confirmed prior to June 30, the Debtors anticipate that it may be several months before a plan becomes effective, given the Debtors' emergence from bankruptcy requires the prior consent of the Federal Communications Commission, Mr. Conlan stresses. Alternatively, if neither of the Competing Plans is confirmed, the Debtors believe it is prudent to extend the Removal Action Deadline until it is determined how any future plan proposed for the Debtors will treat the Avoidance Actions, he asserts. Against this backdrop, the proposed extension appropriately preserves the status quo while the Court considers the Competing Plans and the Debtors take the steps necessary to satisfy the preconditions to a confirmed plan becoming effective, including, but not limited to, obtaining FCC approval, Mr. Conlan insists. The extension of the Removal Action Period will not prejudice any of the defendants to the Avoidance Actions, who will similarly conserve their resources until a final resolution is reached on the Competing Plans and the Debtors determine the appropriate course of action on the Avoidance Actions based on that resolution, he assures the Court. Should either of the two Competing Plans be confirmed and become effective before June 30, 2011, the Debtors or other parties will be able to take appropriate steps to seek to lift the stay of the avoidance actions if necessary, he adds. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Deutsche Bank Files LBO-Related Suits in State Courts ----------------------------------------------------------------- Deutsche Bank Trust Company Americas, in its capacity as successor Indenture Trustee for certain series of Senior Notes, filed lawsuits in at least 11 states on behalf of Tribune Company's noteholders before its buy-out in 2007 against shareholders, brokers and other entities involved in the buy-out. Deutsche Bank said creditors in the lawsuit are owed at least $2.5 billion that cannot be repaid in full because of the 2007 LBO deal, Steven Church and Sophia Pearson at Bloomberg News reported on June 3. "The LBO lined the pockets of Tribune's former shareholders with $8.5 billion of cash at the expense of Tribune's creditors, and precipitated Tribune's careen into bankruptcy, Deutsche Bank wrote in the complaints, according to Bloomberg. Deutsche Bank also seeks to recover money paid to shareholders that creditors alleged as fraudulent transfers, the report noted. Bloomberg said the complaints are part of the strategy devised by Aurelius Capital Management, LP, which owns Tribune notes before the buyout. The Noteholders are pursuing confirmation of a Chapter 11 Plan that is premised on litigation against the LBO lenders to recover monies owed to pre-LBO creditors. Deutsche Bank; Law Debenture Trust Company of New York, in its capacity as successor indenture trustee for certain series of Senior Notes; and Wilmington Trust Company, in its capacity as successor Indenture Trustee for the PHONES Notes also asked the U.S. Bankruptcy Court for the District of Delaware to clarify the order it entered into on April 25, 2011, granting relief from the automatic stay to commence state law constructive fraudulent conveyance claims to recover stock redemption payments made to Step One and Step Two Shareholders -- the SLCFC Claims Order. Pursuant to that order, the Indenture Trustees commenced litigation on June 3, asserting the Creditor SLCFC Claims in state courts in New York, Delaware and California and 20 federal district courts across the United States, including Arizona, California, Colorado, Connecticut, the District of Columbia, Florida, Illinois, Indiana, Massachusetts, Maryland, Minnesota, North Carolina, New Jersey, Ohio, Pennsylvania, Texas, Virginia, Vermont, Washington and Wisconsin. The Indenture Trustee have begun to serve the complaints filed in the SLCFC Litigations and are preparing to file motions with each of the courts presiding over the SLCFC Litigations to implement the Bankruptcy Court's directive that the litigation be stayed pending further order of the Bankruptcy Court. By the clarification motion, the Indenture Trustees asked the Bankruptcy Court to confirm that neither the automatic stay nor the provisions of the SLCFC Claims Order prevent them from: (i) moving to consolidate or coordinate of the SLCFC Litigations, including by moving for consolidation of the Federal SLCFC Litigations into one MDL proceeding in accordance with Section 1407 of Title 28 of the U.S. Code; and (ii) in the event any one or more SLCFC Courts or parties do not agree to stay the litigation of the SLCFC Litigations, filing all appropriate responses in connection with any motions, pleadings, or orders filed in the SLCFC Litigations. Katharine L. Mayer, Esq., at McCarter & English LLP, in Wilmington, Delaware, stated that the Federal SLCFC Litigations represent compelling candidates for MDL consolidation. Indeed, consolidation of the Federal SLCFC Litigations into one forum will reduce what would almost certainly amount to an enormous burden on the Indenture Trustees, defendants, and the federal judicial system, she pointed out. Like the filing and service of the various SLCFC complaints, consolidation of the Federal SLCFC Litigations is just one more procedural step in initiating the SLCFC Litigations and will not involve any prosecution of the merits of the SLCFC Claims, she assures the Court. Nor will it prevent the Court from issuing further orders affecting the SLCFC Litigations, in conjunction with its consideration of the rival Chapter 11 Plans, she added. In the event any order, pleading, motion, application or other paper is served or filed in the SLCFC Litigations that requires a response, the Indenture Trustees also asked the Bankruptcy Court to confirm that the SLCFC Claims Order does not bar them from taking all necessary responsive actions, including filing responsive papers. If the Indenture Trustees are barred by the automatic stay or by the Bankruptcy Court's order from responding to any development in the SLCFC Litigations, they will be severely prejudiced and the prosecution of the SLCFC Claims may be jeopardized, Ms. Mayer insisted. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Retirees File State Law Fraud Suits for $109-Mil. ------------------------------------------------------------- William A. Niese and 186 retirees of The Times Mirror Company and Tribune Company and its affiliates informed Judge Carey of the U.S. Bankruptcy Court for the District of Delaware that they commenced four state court actions seeking to avoid and recover at least $109 million of alleged fraudulent transfers made to shareholders of Tribune in connection with the 2007 leveraged buyout transaction pursuant to the constructive fraudulent transfer provisions of the Uniform Fraudulent Transfer Act of Illinois. The Retiree SLCF Actions are: (a) William A. Niese, et. al., v. Alliance Bernstein L.P., Index No. 651516/2011 (New York State Supreme Court, New York County); (b) William A. Niese, et. al., v. Chandler Trust No. 1. et al., Case No. BC 462791 (Superior Court of the State of California, For the County of Los Angeles); (c) William A. Niese, et al v. A.G. Edwards, Inc. et al., C.A. No. N11C-06-015 FSS (Superior Court of the State of Delaware in and for New Castle County); and (d) William A. Niese, et al. v. ABN AMRO Clearing Chicago LLC, et al. Case No. 2011L005723 (Circuit Court of Cook County, Illinois, County Department, Law Division). The Retirees allege that in 2000, Times Mirror was merged into Tribune, with Tribune as the surviving entity. Tribune, among other things, assumed various obligations and commitments to the retirees, most of whom had given a lifetime of service to Times Mirror. In 2007, during the peak of the financial excesses, Tribune, pressured by its majority shareholders and lured by a scheme orchestrated by Sam Zell, abandoned its duties and obligations to its retirees, its employees and its creditors, counsel to the Retirees, Jay Teitelbaum, Esq., at Teitelbaum & Baskin, LLP, in White Plains, in New York -- jteitelbaum@tblawllp.com -- asserts. Mr. Teitelbaum states that Tribune incurred approximately $11 billion in debt to complete a leveraged buyout transaction, which contemplated the use of approximately $8 billion of those borrowed funds to purchase, repurchase, redeem or cancel the publicly held common stock of Tribune and the Tribune Entities by and through a private Employee Stock Ownership Plan for no consideration to Tribune and the Tribune Entities. "The LBO Transaction not only lined the pockets of certain Tribune's insiders and controlling shareholders with billions of dollars, it rendered Tribune and the Tribune Entities insolvent or with unreasonably small capital or with insufficient assets to pay its debts as they came due," he points out. Mr. Teitelbaum avers that the mountain of debt resulting from the LBO did not allow Tribune to adjust to the changing media business and drove this icon of the media world into Chapter 11 less than a year after the LBO Transaction closed. As a result, the retirees were advised that their retirement benefits would be treated as general unsecured claims of the now bankrupt Tribune; that their periodic retirement payments would cease; and that their retirement nest egg upon which they were relying for their "golden years" be may be worth a few pennies on the dollar, he states. More than two and one half years into the bankruptcy case and after the expenditure of more than $200 million of Tribune's assets on professional fees -- more than double what all retirees of Tribune and the Tribune Entities are owed -- the retirees have been further burdened with the task of avoiding and recovering the wrongful transfers of their retirement funds to stockholders and financial advisors as part of the LBO Transaction, he asserts. Mr. Teitelbaum further notes that at least 25 additional state law constructive fraud actions have been commenced in federal district courts and state courts in at least 17 different states by Deutsche Bank Trust Company Americas, Law Debenture Trust Company of New York and Wilmington Trust Company, seeking the recovery of at least $2.5 billion as alleged fraudulent conveyances arising from the same LBO Transaction. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNIVERSAL CITY: S&P Keeps 'BB-' Corporate Credit Rating on Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services's ratings, including its 'BB-' corporate credit rating, on Universal City Development Partners Ltd. remain on CreditWatch with positive implications, following completion of the acquisition of The Blackstone Group's 50% ownership by NBCUniversal. "At the same time, our issue level ratings on UCDP's senior secured credit facility were withdrawn, as this debt was repaid contemporaneously with the closing of the acquisition transaction," said Standard & Poor's Ratings Services credit analyst Ariel Silverberg. NBCUniversal announced completion of its acquisition of The Blackstone Group's 50% ownership in Universal City Development Partners Ltd. As part of the transaction, UCDP issued a $600 million senior unsecured note to NBCUniversal, the proceeds of which, together with available cash on hand, were used to repay UCDP's existing senior secured credit facility. In addition, NBCUniversal announced that UCDP will make an equity offering of approximately $240 million to NBCUniversal, the proceeds of which will be used by UCDP to redeem 35% of the aggregate principal amount of its senior notes due 2015 and senior subordinated notes due 2016. Following the redemption, approximately $406 million principal amount of senior and senior subordinated notes would remain outstanding. NBCUniversal has also announced that it expects to launch a consent solicitation and offer to guarantee the remaining balance of UCDP's senior and subordinated notes in return for the consent of the holders to amendments to the terms of UCDP's senior and senior subordinated notes to conform to the covenants and events of default to those contained in NBCUniversal's bond indenture. "Our ratings on UCDP remain on CreditWatch with positive implications. In the event the consent solicitation and offer to guarantee is approved, we expect to raise our issue-level ratings on UCDP's senior and senior subordinated notes to 'BBB+', reflecting the credit support of NBCUniversal, which is rated on a consolidated basis with its majority owner Comcast Corp. (BBB+/Stable/A-2). Our corporate credit rating on UCDP would be withdrawn," S&P stated. "In the event the consent solicitation and offer to guarantee is not approved, we would determine the credit quality of UCDP based on the post-transaction capital structure and assessing the extent to which we believe NBCUniversal would support a wholly owned UCDP. We recently raised our corporate credit rating on UCDP to 'BB-'reflecting strong trends in operating performance, which we believe will continue at least through 2011 and result in UCDP's financial risk profile supporting the higher ratings on a stand- alone basis," S&P stated. VALASSIS COMMUNICATIONS: S&P Retains 'BB-' Corp. Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said Valassis Communications Inc.'s (BB-/Positive/--) recent $462.2 million refinancing of its existing term loan B and delayed draw term loan due in March 2014 does not currently affect the rating on the company. "At the same time we withdrew ratings on the term B and delayed draw term loan. The new unrated senior secured credit facility includes a $300 million term loan due June 2016 and $100 million revolver of which $50 million was drawn at closing," S&P stated. "The 'BB-' rating incorporates our expectation of flat to modest top-line growth and leverage remaining slightly below 2.5x in 2011. The rating also reflects the company's strong liquidity position and our expectation that operating trends will continue to improve in 2011," S&P related. Rating upside potential relies on the company's balance sheet management and continued stabilization in operating trends. "We view a downgrade as less likely at this time given the company's strong liquidity position. A downgrade would likely occur in the event of a reversal in operating trends, along with a more aggressive financial policy, resulting in a significant increase in leverage and a reduction of liquidity," S&P said. Rating List Valassis Communications Inc. Corporate credit rating BB-/Positive/-- Senior unsecured $260 mil. notes due 2021 BB- Recovery rating 4 Ratings withdrawn To From Valassis Communications Inc. Senior secured Delayed draw term loan due 2014 NR BB+ Recovery rating NR 1 Term loan B due 2014 NR BB+ Recovery rating NR 1 Revolving credit facility due 2012 NR BB+ Recovery rating NR 1 VALLEY VEHICLE: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Valley Vehicle Leasing, Inc. dba Valley Leasing Company P.O. Box 4746 Brownsville, TX 78523 Bankruptcy Case No.: 11-10398 Chapter 11 Petition Date: July 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Brownsville) Judge: Richard S. Schmidt Debtor's Counsel: John Kurt Stephen, Esq. CARDENA WHITIS AND STEPHEN LLP 100 S Bicentennial Blvd McAllen, TX 78501-7050 Tel: (956) 631-3381 E-mail: kurtstep@swbell.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-10398.pdf The petition was signed by John J. Young III, president. VEGAS PLAZA: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Vegas Plaza, LLC 8024 Greenfield Detroit, MI 48228 Bankruptcy Case No.: 11-58197 Chapter 11 Petition Date: June 30, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Donald C. Darnell, Esq. DARNELL LAW OFFICES 7926 Ann Arbor Street Dexter, MI 48130 Tel: (734) 424-5200 Fax: (734) 786-1605 E-mail: dondarnell@darnell-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mieb11-58197.pdf The petition was signed by Haitham A. Thuwaini, member/manager. VEY FINANCE: Taps Patrick Tuttle And Re/Max as Realtors ------------------------------------------------------- Vey Finance asks the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Patrick Tuttle and Re/Max Real Estate Group as realtors to market some of its real property inventory located in El Paso, Texas. The firm will get a commission of 4.5% if there is one broker or half of 6% if there is more one broker involved in the transaction, with the other broker(s) to receive 3% of the total selling price of any property. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Vey Finance Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011. Judge H. Christopher Mott presides over the case. Wiley F. James, III, Esq., at James & Haugland, P.C., in El Paso, Texas, represent the Debtor as bankruptcy counsel. John W. (Jay) Dunbar, CPA, serves as its regular accountant. The Debtor scheduled assets of $10,477,513 and liabilities of $12,504,207. The petition was signed by Veronica L. Veytia, managing member. VITRO SAB: Packaging Unit Files for Ch. 15, Bankruptcy in Mexico ---------------------------------------------------------------- Vitro Packaging De Mexico, an affiliate of Mexican Glass producer Vitro SAB, commenced a Chapter 15 case (Bankr. N.D. Tex. Case No. 11-34224) in Dallas, Texas. Packaging de Mexico is an indirect operating subsidiary of Vitro SAB, a debtor in a chapter 15 case pending also in Dallas. Packaging de M�xico is a distributor of Vitro's glass containers unit's products to the United States. Products include glass containers for the soft drink, beer, food, juices, wine and liquor, pharmaceutical and cosmetics industries. Packaging de Mexico incurs trade debt in the ordinary court of business, and it is a guarantor of certain of Vitro SAB's borrowed money debt. As of Dec. 31, 2010, Packaging de Mexico's outstanding guaranty obligations was approximately $1.216 billion on account of certain notes issued by Vitro SAB. After Vitro defaulted on the notes and the identical law suits in the Supreme Court of the State of New York and the subsequent attachment orders issued by the court, some of these customers suspended payments on account of goods and services being provided by Packaging de Mexico. Deprived of those payments, Packaging de Mexico has been unable to pay its suppliers, thus threatening its continued working relationships with those suppliers and jeopardizing its ability to service its customers going forward. Packaging de M�xico believes it is in the best interest of the company and its creditors to seek relief under the Mexican Business Reorganization Act to preserve its value as a going concern and maximize the value of its assets for the benefit of all creditors. On June 29, 2011, Packaging de Mexico commenced the Voluntary Mexican Proceeding by filing with the District Court of Nuevo Leon a petition requesting a concurso mercantil declaration under the Mexican Business Reorganization Act. A Visitador has not yet been appointed in the Voluntary Mexican Proceeding. No order has been entered by the District Court of Nuevo Leon either appointing another foreign representative or limiting Packaging de Mexico's rights in that regard. Packaging de Mexico is asking the U.S. Bankruptcy Court to enter an order recognizing the Mexican proceedings as "foreign main proceedings". About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale authorized the U.S. Debtors to sell their businesses to an affiliate of Sun Capital Partners Inc. for what the creditor's committee described as a gross price of $64.4 million. VITRO SAB: U.S. Units Seek Exclusivity Until Oct. 2 --------------------------------------------------- The U.S. subsidiaries of Vitro SAB is asking the U.S. Bankruptcy Court in Dallas for an additional 60 days when no one else can propose a Chapter 11 plan. If granted, exclusivity will be stretched out to Oct. 2. The U.S. units said in a court filing that as much as $10 million will remain from the sale of the business for distribution under a Chapter 11 plan. An affiliate of Sun Capital Partners Inc. bought the operations of Vitro's U.S. subsidiaries for about $55 million. The price rose some $15 million at auction. The sale was completed on June 17. Creditors have until Aug. 24 to file claims. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale authorized the U.S. Debtors to sell their businesses to an affiliate of Sun Capital Partners Inc. for what the creditor's committee described as a gross price of $64.4 million. VITRO SAB: Can't Use Insider Votes for Cram Down ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Harlin "Cooter" Hale said in a 21-page opinion on June 24 that it can't use insider votes to cram down negative votes on its reorganization plan. Vitro defaulted more than two years ago on $1.2 billion in bonds guaranteed by 49 subsidiaries. Judge Hale said the Vitro parent is a holding company. Subsidiaries own the assets and conduct the operations. Judge Hale's ruling says that Vitro cannot use insider votes to cram the plan down when the operating companies owing the assets aren't in bankruptcy in either Mexico or the U.S. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale authorized the U.S. Debtors to sell their businesses to an affiliate of Sun Capital Partners Inc. for what the creditor's committee described as a gross price of $64.4 million. WEST PACES: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------- Debtor: West Paces 100, LLC 100 West Paces Road Atlanta, GA 30305 Bankruptcy Case No.: 11-69434 Chapter 11 Petition Date: July 1, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: J. Robert Williamson, Esq. SCROGGINS AND WILLIAMSON 1500 Candler Building 127 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 893-3880 E-mail: rwilliamson@swlawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-69434.pdf The petition was signed by William B. Johnson, president. WEST PENN: S&P Keeps 'B+' Rating on $748-Mil. Fixed-Rate Bonds -------------------------------------------------------------- Standard & Poor's Ratings Services has revised the outlook to developing from negative on its long-term rating on $748 million series 2007A fixed-rate bonds issued by the Allegheny County Hospital Development Authority, Pa. for West Penn Allegheny Health System. The rating remains unchanged at 'B+'. "The outlook revision reflects this week's announcement that West Penn and Highmark Inc. (A/Stable) signed a letter of intent to enter into an affiliation, which, if successfully completed, would see West Penn become a controlled subsidiary of a new parent company that also includes the current Highmark Inc. as a subsidiary. This affiliation would provide direct improvement to West Penn's balance sheet through grants and loans from Highmark Inc. to West Penn over the next three years and, more significantly, bring potentially increased business volumes to West Penn as it becomes part of a broader integrated network with Highmark Inc. -- the region's dominant insurer," said Standard & Poor's credit analyst Martin Arrick. The developing outlook reflects the potential that the rating could go higher or lower over the next one to two years. A higher rating is likely if a definitive agreement is reached with Highmark Inc., but the benefits of the affiliation may take some time to become apparent beyond the immediate influx of capital. A lower rating is possible if a definitive agreement is not reached as West Penn's overall financial profile remains weak and prospects for improvement remain unclear without the type of change embodied by the recent affiliation announcement. When West Penn and Highmark Inc. signed the term sheet for this affiliation earlier this week, Highmark also provided West Penn with an immediate $50 million grant. West Penn's management reports that it expects to reach a definitive agreement within the next few months. Under the term sheet, Highmark will provide West Penn with up to $350 million of additional funding over three years from the date of the signing of definitive agreement as well as provide additional support for medical education. Under the term sheet, it is envisioned that West Penn will remain obligated for its own debt and pension obligations, but Standard & Poor's believes that becoming part of an integrated health care delivery system with Highmark Inc. and the new corporate parent will create a new business model that should allow West Penn's credit to improve over time. Standard & Poor's would expect to conduct a full review when and if a definitive agreement is reached. Standard & Poor's recently lowered its ratings on West Penn's bonds to 'B+' from 'BB-', reflecting West Penn's failure to meet financial expectations outlined in S&P's previous reports and the organization's diminished financial flexibility in an unsettled operating environment. Other factors included a weakened balance sheet, decreases in business volumes and earnings, and ongoing competition from the University of Pittsburgh Medical Center. Should the definitive agreement with Highmark Inc. not proceed, the underlying trends identified in our May report will continue to be risks to current rating on West Penn's bonds. WESTCLIFF MEDICAL: Seeks to File Chapter 11 Plan Until Aug. 12 -------------------------------------------------------------- Westcliff Medical Laboratories, Inc. and BioLabs, Inc. ask the U.S. Bankruptcy Court for the Central District of California to extend their exclusive periods to: (i) file a Chapter 11 plan through and including October 11, 2011; and (ii) solicit acceptances on that plan through and including December 12, 2011. The Debtors' Exclusive Plan Filing Period expires on June 13, 2011; and the Debtors' Exclusive Solicitation Period expires on August 12, 2011. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California, asserts that the exclusivity periods should be extended because, due to the Federal Trade Commission investigation of the sale of substantially all of the Debtors' assets to LabWest, Inc. f/k/a Wave Newco, Inc., which only recently became moot because the Debtors only recently filed their final omnibus motion to reject leases and contracts designated by LabWest for rejection. The Debtors always intended to get a better handle on the large rejection claims that were in flux prior to LabWest making its final designations regarding leases and contracts to be rejected by the Debtors, or assumed by the Debtors and assigned to LabWest before preparing a disclosure statement and plan so that creditors would have the best possible information when considering the plan, Mr. Bender tells the Court. He notes that the deadline to file rejection claims, which could be substantial, will be 30 days after entry of the order on the omnibus rejection motion. At that point, the Debtors will be in a position to prepare and file a disclosure statement and plan, he relates. Santa Ana, California-based Westcliff Medical was, prior to the sale of substantially all of its assets, which closed on June 16, 2010, the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs. Westcliff filed a Chapter 11 petition on May 19, 2010, in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, in Los Angeles, Calif., assist the Debtor in its restructuring effort. In its schedules, the Debtor listed $61,210,303 in assets and $66,244,135 in liabilities. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. WILLIAM SWITZER: Chapter 15 Case Recognized as Foreign Proceeding ----------------------------------------------------------------- The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York recognized William Switzer & Associates, Ltd.'s restructuring proceedings before the Supreme Court of British Columbia pursuant to the Companies' Creditors Arrangements Act, R.S.C. 1985, c. C-36, as a "Foreign Main" proceeding. As reported in the Troubled Company Reporter on June 10, 2011, Michael J. Vermette, senior vice president of PricewaterhouseCoopers, Inc., in his capacity as monitor of William Switzer & Associates, Ltd., requested that the Court recognize the Company's Chapter 15 case. PricewaterhouseCoopers, Inc., is represented by: FOX ROTHSCHILD LLP Yann Geron, Esq. 100 Park Avenue, Suite 1500 New York, NY 10017 Tel: (212) 878-7900 Fax: (212) 692-0940 E-mail: ygeron@foxrothschild.com Switzer Ltd. is the successor corporation of the family-owned and operated business founded by William Switzer in 1952 as a full- service interior design business. Since 1978, the Switzer Group has evolved into a business specializing in the production of handmade furniture, including bespoke custom furnishings, fine quality reproductions, original house designs, the Lucien Rollin Collection and the Charles Pollock collection. Switzer Group furniture is found in many exclusive homes and hotels world-wide. Recognizing its financial difficulties, the Switzer Group retained the services of PwC to help it address establish a plan for restructuring. The Switzer Group also retained restructuring counsel at Davis LLP in Canada and Fox Rothschild LLP in the United States to assist with a restructuring the business. Despite having worked with these experienced parties to avoid a court-supervised process since mid-February 2011, the demands of the landlords in the United States and Canada have made it necessary to go forward with formal court proceedings. On May 13, 2011, the Honorable Madame Justice Gropper of the Supreme Court of British Columbia, entered an initial order commencing the Switzer Group's restructuring in Canada under the CCAA. PwC, on behalf of Switzer Ltd., sought creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 11-12449) on May 20, 2011. A copy of the Chapter 15 case summary is in the May 24 edition of the Troubled Company Reporter. According to papers filed in U.S. Bankruptcy Court, Switzer Ltd. has taken further steps to reduce its surplus inventory, including conducting a liquidation sale of showroom pieces through Maynards Industries. It is anticipated that in a restructuring proceeding, Maynards will continue to play a key role in liquidating excess inventory to realize substantial cash being tied up therein, and to allow the Switzer Group's management to focus on restructuring its business. 0910308 B.C. Ltd., a company owned by Renee and Allan Switzer, has agreed to purchase Switzer Ltd.'s building on Cordova Street, in Vancouver, British Columbia at its fair market value of $1,175,000. The Cordova Sale, which has been approved by PwC as a prudent measure in restructuring the Switzer Group, is expected to realize proceeds which will be used to pay down amounts owing to the Bank of Montreal as the secured creditor with a collateral mortgage on the building. This will reduce the obligations of Switzer Ltd. (and the obligations of the other members of the Switzer Group pursuant to their guarantees) and also allow the company to return its focus on its core business. The Switzer Group has total liabilities of roughly $12,365,000. WOLF MOUNTAIN: To Employ Kirton & McConkie as Litigation Counsel ---------------------------------------------------------------- Wolf Mountain Resorts, L.C. seeks approval from the United States Bankruptcy Court Central District of California to employ Kirton & McConkie, PC (KM) as Special Litigation Counsel. KM represented the Debtor and continues to represent the Debtor in its litigation arising out of a Complaint filed against the Debtor by ASC Utah, Inc. in the District Court of The Third Judicial District in and for Summit County, State of Utah, commencing the lawsuit entitled ASC Utah, Inc. v. Wolf Mountain Resorts, L.C. The firm's rates are: Personnel Rate --------- ---- David Wahlquish $350 Robert Prince $300 Rod Andreason $275 Justin Star $235 KM will also seek reimbursement of out-of pocket expenses incurred in representing the Debtor. KM has not received a retainer for post-petition services to be provided to the Debtor. About Wolf Mountain Resorts Wolf Mountain Resorts, L.C., based in Los Angeles, California, is the former operator of The Canyons Ski Resort, one of Utah's biggest vacation spots. Wolf Mountain Resorts owns or leases most of the land that comprise the ski resort, which it in turn leased to ASC Utah Inc. pursuant to a ground lease and related agreements. Wolf Mountain Resorts filed for Chapter 11 bankruptcy just weeks after it lost a $54.4 million legal battle with the resort's former operator. It filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-30162) on May 9, 2011. Judge Peter Carroll presides over the case. Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as bankruptcy counsel. Wolf Mountain Resorts estimated that both its assets and debts measure between $100 million and $500 million. W.R. GRACE: Asks for OK of Massachusetts NRD Settlement ------------------------------------------------------- W.R. Grace & Co. and its affiliates seek the Bankruptcy Court's permission to enter into a consent decree with the United States of America and the Commonwealth of Massachusetts addressing their claims with respect to alleged natural resources damage at the Blackburn and Union Privileges Superfund Site, in Walpole, Massachusetts. The Site is an "Additional Site" within the meaning of the 2008 Multi-Site Agreement. The NRD Consent Decree resolves (i) the Government's NRD claim as outlined in Claim No. 9634 insofar as it relates to the Site, to the extent, if any, that the claim has not been resolved by the Multi-Site Agreement and by that consent decree with respect to the performance of certain Settling Defendants, including the Debtors, of remedial design and remedial action work as well as reimbursement of Response Costs incurred by the Government, in Re United States v. BIM Inv. Corp. et. al., Nol:10-cv-11263-NG; and (ii) Massachusetts NRD claim as outlined in Claim No. 12849 insofar as it relates to the Site, to the extent, if any, that the claim has not been resolved by the Stipulation Resolving Claims of the Massachusetts Department of Environmental Protection approved on February 4, 2011. The NRD Consent Decree requires that the Settling Defendants compensate the Government and Massachusetts for the NRD claims. However, unlike other consent decrees typically entered into by the Government under the Comprehensive Environmental Response, Compensation, and Liability Act, the Debtors' obligations under the NRD Consent Decree are not stated to be joint and several with the other Settling Defendants. With respect to NRD, the Debtors agree under the NRD Consent Decree to pay $358,745 to the United States Department of the Interior, on behalf of the federal and state Natural Resources Trustees, which is approximately 47.5% of the total amount that the Trustees agreed to accept in payment for ecological and groundwater NRD from all of the Settling Defendants. The Debtors' obligation to pay this claim is in the form of an allowed general unsecured claim against the Debtors' bankruptcy estates, which will be paid in the same manner as all other allowed general unsecured claims within 30 days of the effective date of the NRD Consent Decree or within 30 days of the effective date of a confirmed Chapter 11 plan of reorganization for the Debtors, whichever is later. In addition, the Debtors agree under the NRD Consent Decree to pay $168,339 to Massachusetts, which is 50% of the total amount that Massachusetts agreed to accept in payment of groundwater NRD from all of the Settling Defendants. The Debtors' obligation to pay compensation for NRD is in the form of an allowed general unsecured claim against the Debtors' estates, which will be paid in the same manner as the Allowed U.S. NRD Claim. In return for the obligations to be assumed by the Settling Defendants under the NRD Consent Decree, the Government and Massachusetts will provide to the Settling Defendants a covenant not to sue for matters addressed under the NRD Consent Decree. Those matters include compensation for alleged injury to groundwater and non-groundwater natural resources, and assessment costs. A hearing will be held on July 25, 2011, to consider the approval of the NRD Consent Decree. Objections are due July 8. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * State Suit Valid Exercise of Police, Regulatory Powers -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a lawsuit by California regulators to address an alleged scheme to corrupt decision-making by the California Public Employees' Retirement System was an exercise of the state's police or regulatory powers and therefore wasn't automatically halted by a bankruptcy filing, U.S. District Judge Edward Reed in Reno, Nevada, ruled on June 24 in reversing the bankruptcy court. California officials sued in state court alleging securities fraud, sales of securities without a license, and unfair competition. Judge Reed reached a conclusion that the state-court lawsuit was exempt from the automatic stay under Section 362(b)(4) of the Bankruptcy Code. * Dismissal Not Allowed for Debtor's Own Mistake ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a district judge in Boston ruled on June 24 that an individual who filed originally in Chapter 11 wasn't entitled to have the case dismissed because he hadn't received compulsory credit counseling before bankruptcy. U.S. District Judge Douglas Woodlock said the doctrine of judicial estoppel prevented the bankrupt from relying on a fact contrary to what he said in the original bankruptcy petition. The case is In re Fiorillo, 10-44179, U.S. District Court, District of Massachusetts (Boston). * Short-Term Debt Isn't Stretched to Long-Term in Chapter 13 ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports an individual in Chapter 13 may not convert a short-term secured debt into a long-term debt, the U.S. Court of Appeals in New Orleans ruled on June 22 in an unsigned opinion. The case is Pierrotti v. U.S. (In re Pierrotti), 10-31048, 5th U.S. Circuit Court of Appeals (New Orleans). * Couple Asks Ninth Circuit Court to Rule on Gay-Marriage Ban ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that just days after the Justice Department filed an appeal of a ruling declaring the federal ban on gay marriage unconstitutional, lawyers for a same-sex couple at the center of a bankruptcy dispute upped the ante by asking the Ninth U.S. Circuit Court of Appeals to take the case. * To Bank's Consternation, Trump Reaps Windfall in Kluge Downfall ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that in the history of rapid wealth loss, Patricia Kluge stands apart. Once married to one of America's richest men, she won a divorce settlement in 1990 worth more than $100 million and proceeded to spend it on her lifestyle and business ventures, according to Dow Jones' DBR Small Cap. She was forced to sell off her Cartier diamonds, Givenchy gowns and silk drapes before declaring personal bankruptcy in June, the report notes. * Centerbridge Has $4.4-Bil. for 2nd Restructuring Fund ------------------------------------------------------- Dow Jones' DBR Small Cap reports that Centerbridge Partners LP held a final close at roughly $4.4 billion for its second fund focused on restructurings and buyouts, said a person familiar with the situation. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***