/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110707.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 7, 2011, Vol. 15, No. 186 Headlines 1031 TAX: Silicon Valley Law Group Fights Class Certification 94TH AND SHEA: Plan Exclusivity Extended to Sept. 27 ADVANTAGE MOTORSPORTS: Files for Chapter 7 Bankruptcy Protection ALLEN CAPITAL: Exclusive Solicitation Period Extended to Sept. 24 ALLEN CAPITAL: Two Objections to Reorganization Plan Resolved ALLEN CAPITAL: Plan Treatment of Creditor Claims Set for Mediation ALLEN FAMILY: Taps FTI Consulting as Chief Restructuring Officer ALLEN FAMILY: Meeting of Creditors Scheduled for July 13 AMBAC FINANCIAL: Files Plan of Reorganization AMBAC FINANCIAL: Taps Lathrop & Clark as Special Counsel AMERICAN APPAREL: Two Directors Resign, Not "Forced Out" AMT LLC: Court Approves J. Steven Ford to Handle Bankruptcy Case BANNING LEWIS: Ultra Petroleum's $26-Mil. Win Auction for Land BBB ACQUISITION: Withdraws Chapter 11 Plan After Trust Objection BERKLINE/BENCHCRAFT: Ashley's $850,000 to Open Auction for IP BERNARD L MADOFF: District Judge to Decide on Fraud Probe BLOCKBUSTER INC: U.S. Trustee Hopes to Block Worker's Bonus BOISE, IDAHO: Judge to Decide on Bankruptcy Allegation BORDERS GROUP: Proposes Mortgage Corp. as Broker BOZEL SA: Court OKs Expanded Scope of BDO's Retention CARBON RESOURCES: Taps Philip Montoya and Daniel Behles Co-Counsel CB HOLDING: Former CEO D'Anton to Pay Restitution CENTENNIAL PARK: Case Summary & 12 Largest Unsecured Creditors CENTER COURT: Monteito Bank Opposes Motion to Use Cash Collateral CENTER COURT: Files Plan Outline; Montecito to Receive 87% Payout CHEMTURA CORP: Rejects $13-Mil. Payout for La. Superfund Cleanup CLEAN BURN: Judge Says Ethanol Plant Can Be Foreclosed CNOSSEN DAIRY: Wells Fargo Objects to Amended Plan Confirmation CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ CONVERTING SOLUTIONS: Voluntary Chapter 11 Case Summary COSIMO LLC: U.S. Trustee Unable to Form Committee COSIMO LLC: Files Schedules of Assets & Liabilities CRYSTAL CATHEDRAL: Has Alternative Offer from Chapman University DELTA AIR: Delta, Virgin Welcome Final DOT Nod of Alliance DELTA AIR: Plans to Cut Seats on Trans-Atlantic Routes DELTA AIR: Gives Governor Perks After Signing Tax Break Law DULCES ARBOR: Court Approves E.P. Bud as Bankruptcy Counsel DULCES ARBOR: Judge Mott Recuses Self From Hearing Case DULCES ARBOR: Sec. 341 Creditors Meeting Set for Aug. 11 EASTMAN KODAK: Default Swaps Flashing 74% Default Probability FALLS AT TOWNE: Case Summary & 20 Largest Unsecured Creditors FIDDLER'S CREEK: Got Access to $5.3-Mil. of Gulf Bay Collateral FKF MADISON: Competitor Challenges HFZ's Bid for Firm FOREVER CONSTRUCTION: Files Disclosure Statement and Plan FOREVER CONSTRUCTION: Plan Exclusivity Extended to Aug. 19 FPD LLC: Court OKs Taylor Properties as Exclusive Listing Agent FRANK PARSONS: Court OKs American Auction as Appraiser FRANK'S AFFORDABLE: Files for Chapter 7 Bankruptcy Protection GAS CITY: Parent to Sell Vacant Land in Indiana and Illinois GAS CITY: Standard Bank Seeks Execution of McEnery Deeds GENERAL MOTORS: Three Former Facilities Sold in Ohio and Michigan GENEVA MULTI-FAMILY: Mansfield Apartment Project Files Chapter 11 GENEVA MULTI-FAMILY: Case Summary & 20 Largest Unsecured Creditors GIORDANO'S ENTERPRISES: Arizona Activist Arrested GOLDEN CHAIN: Stephen Cummings Okayed as Attys. for Nevada Assets HAWAII MEDICAL: U.S. Trustee Names 5-Member Creditors' Panel HAWAII MEDICAL: Sec. 341 Creditors' Meeting Set for July 25 HAWAII MEDICAL: Local Co-counsel Waives $28,313 in Unpaid Fees HOSPITAL DAMAS: Court Approves Settlement with Puerto Hospital JACKSON ENERGY: Files for Chapter 7 Bankruptcy Protection JACKSON HEWITT: Texas Tax Men Object to Chapter 11 Plan LEHMAN BROTHERS: Has Stipulations Resolving License Deals Disputes LEHMAN BROTHERS: Court OKs $25.6-Mil. Payment to Sumitomo LEHMAN BROTHERS: Court OKs SunCal Use of Cash Collateral LEHMAN BROTHERS: Verifone Note Hedge Deal Rejection Okayed LENOX CONDOMONIUM: Court Dismisses Chapter 11 Case LEVEL 3: Offers to Exchange $605.21-Mil. of 11.875% Senior Notes LIFEPOINT HOSPITALS: Fitch Raises Issuer Default Rating to 'BB' LINDEN PONDS: Lender Says Mediation Could Resolve Dispute LOS ANGELES DODGERS: Seeks Depositions From MLB Officers MA BB OWEN: Files Ch. 11 Plan; Hillcrest Points to "Flaws" MADISON HOTEL: Can Hire Backenroth Frankel as Bankruptcy Counsel MV COMMUNICATIONS: Files for Chapter 7 Bankruptcy Protection NATIONAL ENVELOPE: Wants Plan Exclusivity Until Oct. 5 NEBRASKA BOOK: Kurtzman Carson OK'd as Claims and Noticing Agent NO FEAR: Court Okays Employment of Jones Day as Special IP Counsel NO FEAR: Committee Shares Plan Exclusivity With Debtor NO FEAR: Seeks to Sell Retail & IP Assets, Auction Set for July 19 NORTEL NETWORKS: Courts Taps Judge Winkler as Sole Mediator NORTEL NETWORKS: Bonds Surge After Patent Sale NORTHERN BERKSHIRE: Meeting of Creditors Scheduled for July 22 NORTHERN BERKSHIRE: GCG Approved as Claims and Noticing Agent NORTHERN BERKSHIRE: Committee Taps Duane Morris as Counsel NORTHERN BERKSHIRE: Files Schedules of Assets and Liabilities OCEAN PLACE: Plan Filing Exclusivity Extended Until Oct. 13 OUTSOURCE HOLDINGS: MidSouth Bancorp OK'd to Buy Jefferson Bank OWENS CORNING: PI Trust Sells 7MM Shares to JPMorgan, et al. PACESETTER FABRICS: Bank Requires Sale of Obsolete Inventory PACESETTER FABRICS: Sec. 341 Creditors' Meeting on July 18 PACIFIC LUMBER: 5th Circuit Nears Decision on Plan Rehearing PALMDALE HILLS: Lehman Judge OKs SunCal Use of Cash Collateral PEGASUS RURAL: Meeting of Creditors Scheduled for July 20 PERIAMA HOLDINGS: Fitch Assigns 'B' Issuer Default Rating PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+' PJ FINANCE: Asks for Nov. 15 Plan Filing Extension PRESIDENTIAL REALTY: Receives Delisting Notice From NYSE AMEX QUINCY MEDICAL: To Sell Hospital to Steward via Chapter 11 ROBERTS LAND: Decker Law Firm OK'd to Handle Reorganization Case ROUND TABLE: Asks for Independent Evaluation of Plan SAINT VINCENTS: Settles Contract Claim for $1.2 Million SANTA ROSA BAY: Fitch Downgrades Revenue Bonds to 'D' SIGNATURE STYLES: U.S. Trustee, Committee Oppose Sale Terms SMOKY MOUNTAIN: Keith L. Edmiston OK'd as Bankruptcy Counsel SMOKY MOUNTAIN: Files Schedules of Assets and Liabilities TERRESTAR NETWORKS: Loral Files Lone Major Objection to Sale TRIBUNE CO: Proposes Ernst & Young as Auditor TRIBUNE CO: Revives Talks to Buy Orange County Register TRIBUNE CO: Restructures Media Services Business ULTIMATE ESCAPES: Files Liquidating Plan; Capital Source Paid 100% UNIVERSAL ORLANDO: Fitch Places 'BB+' IDR on Watch Positive WASHINGTON MUTUAL: Litigation Tracking Warrants Seek Own Committee WASHINGTON MUTUAL: Objects to Dime LTW Holders Shorten Notice WATER STREET: Wants to Access Financing From DeRogatis * Electing to Pay Auto Lease Isn't Assumption of Lease * Liquidity Stress on Junk Companies Improved in June * Chambers Ranks Dorsey Anchorage Attorneys Among the Best * Jonathan Steeler Named to Executive Committee at Ryley Carlock * Mintz Levin Attorney Named One of 2011 Attorneys Who Matter * Recent Small-Dollar & Individual Chapter 11 Filings ********* 1031 TAX: Silicon Valley Law Group Fights Class Certification ------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Silicon Valley Law Group on Tuesday asked a California federal judge to deny class certification in a suit alleging that it aided and abetted convicted Ponzi schemer Edward H. Okun as he bankrupted exchange fund The 1031 Tax Group LLC. According to Law360, the plaintiffs said the firm and a slew of other defendants, including Citibank NA and Bank of America Corp., turned a blind eye to Okun's practice of unlawfully borrowing from 1031 tax funds in exchange for fees and commissions they received. About 1031 Tax Group Headquartered in Richmond, Virginia, The 1031 Tax Group LLC -- http://www.ixg1031.com/-- was a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. 131 Tax Group had total assets of $164.23 million and total liabilities as of Sept. 30, 2007. The Company and 15 of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007. Gerard A. McHale, Jr., was appointed Chapter 11 trustee. Jonathan L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the Chapter 11 trustee. Kurtzman Carson Consultants LLC acts as claims and notice agent. Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represent the Official Committee of Unsecured Creditors. Former CEO Edward H. Okun is in federal prison at Northern Neck Regional Jail in Warsaw, Virginia, after being convicted of mail fraud and other charges. Mr. Okun allegedly engaged in several misappropriations of funds of 1031 Tax Group and other entities. The funds were used for Mr. Okun's lavish lifestyle including acquiring properties and luxury asset. 94TH AND SHEA: Plan Exclusivity Extended to Sept. 27 ----------------------------------------------------- Judge Sarah Sharer Curley of the U.S. Bankruptcy Court for the District of Arizona has extended 94th and Shea, L.L.C.'s exclusive period within which to obtain acceptances of its amended plan of reorganization to Sept. 27, 2011. John J. Hebert, Esq., at Polsinelli Shughart PC, in Phoenix, Arizona, tells the Court that if another party is allowed to file a competing plan, particularly a liquidating plan, JPMCC 2007- CIBC19 Shea Boulevard, LLC (a secured lender owed $21,000,000) will have little incentive to engage in the "consensual development" of a reorganization plan, Debtor will lose its leverage to negotiate a consensual plan, and the Congressionally recognized purpose for the grant of exclusivity, specifically, and the goal of Chapter 11, generally, will be lost. About 94th and Shea Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates real property known as The Shops And Office at 9400 Shea, located at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale, Arizona. The Property consists of 37,037 square feet of retail space and 35,238 square feet of office space. It also owns approximately 3.5 acres of adjacent land, which the Debtor describes as the "Outparcel." The members are 9400 Shea Investors, LLC, the Goodhue Family Partnership, LLLP, and the Rosso Family Partnership, LLLP. 94th and Shea filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-37387) on Nov. 19, 2010. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart, P.C., serve as counsel to the Debtor. The Debtor disclosed $123,588 plus unknown amount in assets and $22,870,408 in liabilities as of the Chapter 11 filing. ADVANTAGE MOTORSPORTS: Files for Chapter 7 Bankruptcy Protection ---------------------------------------------------------------- New Hampshire Business Review notes that Advantage Motorsports LLC dba A-1 Saw & Outdoor Power Equipment filed for Chapter 7 bankruptcy in New Hampshire, estimating assets of less than $50,000, and liabilities between $100,000 and $500,000. ALLEN CAPITAL: Exclusive Solicitation Period Extended to Sept. 24 ----------------------------------------------------------------- Allen Capital Partners LLC and DLH Master Land Holding LLC, has obtained an order from the U.S. Bankruptcy Court for the Northern District of Texas extending the exclusive period for the Debtors to solicit acceptances of a plan until September 24, 2011. The confirmation hearing on the Debtors' Amended Fifth Joint Plan of Reorganization was scheduled to commence on June 21, 2011. However, at that hearing, counsel for the Debtors announced that negotiations over certain objections to the Plan were still ongoing and therefore a continuance of the confirmation hearing was necessary. The Court commenced the confirmation hearing on June 21, 2011, and recessed hearing on confirmation of the Plan until Aug. 28, 2011, or such earlier date as the Court may make available. Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., states that further extension of the plan exclusivity period is warranted because the Debtors' continue to negotiate in good faith with those creditors currently opposed to the Plan and believe an amicable resolution with those creditors is still feasible if giving more time. Moreover, the Official Committee of Unsecured Creditors is in favor of further extending the Debtors' exclusivity period. Finally, the extension request is not unreasonable or unfair to other parties who desire to submit their own plans because the confirmation hearing on Debtor' Amended Fifth Joint Plan has commenced, and has been recessed until Aug. 28, 2011, or such earlier date as the Court may make available, yet Debtors are only seeking to further extend the plan exclusivity period until Sept. 24, 2011. About Allen Capital Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC, are the developers of Dallas Logistics Hub, a 6,000-acre multimodal logistics park 12 miles (19 kilometers) from downtown Dallas. Allen Capital Partners, LLC, dba The Allen Group, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10- 30562) on Jan. 25, 2010. Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., represents the Debtor. Lain, Faulkner & Co. is the Debtor's financial advisor. The Company disclosed $220,325,201 in assets and $160,622,236 in liabilities as of the Chapter 11 filing. The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The Allen Group -- filed a separate Chapter 11 bankruptcy petition. Another affiliate, Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case No. 10-33211) on May 3, 2010. Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represents the Debtor. The Company disclosed $76,158,469 in assets and $53,728,982 in liabilities as of the petition date. ALLEN CAPITAL: Two Objections to Reorganization Plan Resolved ------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas has dismissed the objection of Coffman Investment, L.P., to the confirmation of DLH Master Land Holding, LLC's Fifth Amended Plan Joint of Reorganization. Judge Hale rules that the Coffman parties, having previously been granted relief from the automatic stay and the right to pursue their state law remedies against their collateral, are unimpaired with respect to their secured claim against the Debtor DLH Master Land Holding, LLC, and therefore lack standing to object to the confirmation of the Debtors' Amended Fifth Joint Plan of Reorganization. SouthPort Properties, L.P., has also withdrawn its objections to The Debtor's plan of reorganization and released any deficiency Claim against the Debtor arising from the Foreclosure Sales. SouthPort and the Debtor desire to settle their disputes and avoid the expense and uncertainties of additional litigation and contested hearings. SouthPort foreclosed and purchased its collateral at two foreclosure sales on May 3, 2011, pursuant to a lift stay order issued by the Bankruptcy Court. SouthPort's aggregate bid price for the Foreclosure Sales was less than the total debt owed. SouthPort asserts that the SouthPort Note is a recourse note and it is entitled to a deficiency claim. The Debtor disputes that SouthPort is entitled to any deficiency claim. About Allen Capital Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC, are the developers of Dallas Logistics Hub, a 6,000-acre multimodal logistics park 12 miles (19 kilometers) from downtown Dallas. Allen Capital Partners, LLC, dba The Allen Group, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10- 30562) on Jan. 25, 2010. Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., represents the Debtor. Lain, Faulkner & Co. is the Debtor's financial advisor. The Company disclosed $220,325,201 in assets and $160,622,236 in liabilities as of the Chapter 11 filing. The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The Allen Group -- filed a separate Chapter 11 bankruptcy petition. Another affiliate, Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case No. 10-33211) on May 3, 2010. Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represents the Debtor. The Company disclosed $76,158,469 in assets and $53,728,982 in liabilities as of the petition date. ALLEN CAPITAL: Plan Treatment of Creditor Claims Set for Mediation ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, directed Allen Capital Partners, LLC, and DLH Master Land Holding, LLC, the Official Committee of Unsecured Creditors and the Pool 2 and Pool 4 Creditors to submit to mediation before Judge D. Michael Lynn on or before August 5, 2011, to reach a compromise over the treatment of the Pool 2 and Pool 4 Creditors under the Plan. Following the completion of the mediation among the Debtors, the Committee and the Pool 2 and Pool 4 Creditors, but in no event later than July 31, 2011, the Debtors, the Committee and BBVA Compass Bank must mediate in good faith before Judge Lynn to reach a compromise over the treatment of Compass under the Plan. According to the Debtors' counsel, Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., in Dallas, Texas -- mark@macdonaldlaw.com -- a key element of a relatively consensual confirmation of Debtors' Fifth Amended Plan of Reorganization would be enhanced by a satisfactory compromise being reached among Debtors, the Committee, the numerous Pool 2 and Pool 4 Creditors represented by Robert Yaquinto, and Compass Bank, represented by Ken Stohner. The Debtors and the Committee propose that mediation be ordered separately first with the Pool 2 and Pool 4 Creditors and then Compass Bank over a two day period concerning the acceptable terms of treatment of those Creditors under a Plan of Reorganization. About Allen Capital Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC, are the developers of Dallas Logistics Hub, a 6,000-acre multimodal logistics park 12 miles (19 kilometers) from downtown Dallas. Allen Capital Partners, LLC, dba The Allen Group, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10- 30562) on Jan. 25, 2010. Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., represents the Debtor. Lain, Faulkner & Co. is the Debtor's financial advisor. The Company disclosed $220,325,201 in assets and $160,622,236 in liabilities as of the Chapter 11 filing. The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The Allen Group -- filed a separate Chapter 11 bankruptcy petition. Another affiliate, Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case No. 10-33211) on May 3, 2010. Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represents the Debtor. The Company disclosed $76,158,469 in assets and $53,728,982 in liabilities as of the petition date. ALLEN FAMILY: Taps FTI Consulting as Chief Restructuring Officer ---------------------------------------------------------------- Allen Family Foods, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ FTI Consulting, Inc., as their chief restructuring officer. The Debtor set a July 15 hearing on their request to employ FTI. FTI will, among other things: -- assist in the development and implementation of cash management strategies, tactics and processes; -- work with the management to further identify and implement both short-term and long-term value maximizing and liquidity generating initiatives; and -- assist management in the publication of a rolling 13 week cash flow model which is updated with the actual results for the most recent week compared to the plan. The Debtor relates that FTI fees will be billed on an hourly blended rate of $475. FTI received these amounts as retainer (i) $50,000 on June 6, and (ii) $100,000 on June 7. FTI applied $89,919 of outstanding prepetition fees and expenses to the cash on account. At present, there is $61,070 remaining cash on account. To the best of the Debtors' knowledge, FTI is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. 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. Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors in the Debtors' cases. ALLEN FAMILY: Meeting of Creditors Scheduled for July 13 -------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Allen Family Foods, Inc., et al.'s Chapter 11 case on July 13, 2011, at 11:00 a.m. The meeting will be held at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. 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. 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. Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors in the Debtors' cases. AMBAC FINANCIAL: Files Plan of Reorganization --------------------------------------------- Ambac Financial Group, Inc. had filed a plan of reorganization in the United States Bankruptcy Court for the Southern District of New York. A copy of the plan of reorganization can be obtained at http://www.kccllc.net/ambacunder the heading "Court Documents." About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. AMBAC FINANCIAL: Taps Lathrop & Clark as Special Counsel -------------------------------------------------------- BankruptcyData.com reports that Ambac Financial Group filed with the U.S. Bankruptcy Court a motion to hire Lathrop & Clark (Contact: Kenneth B. Axe) as special counsel at these hourly rates: partner and counsel at $120 to $360, associate at $170 to $285 and paraprofessional at $50 to $175. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. AMERICAN APPAREL: Two Directors Resign, Not "Forced Out" -------------------------------------------------------- Andrea Chang at The Los Angeles Times reports that American Apparel Inc. Chief Executive Dov Charney said two board members have resigned. The move was expected after the Los Angeles clothing maker reported last week that it had appointed two new board members, one of them effective immediately, the other effective "upon a future board vacancy." Mr. Charney denied speculation that the two outgoing directors, Mark Samson and Mark Thornton, had been forced out because they disagreed with the Company's decision not to file for Chapter 11 bankruptcy protection in the spring during a liquidity crisis. Mr. Charney has repeatedly disputed talk of bankruptcy, and did so again Tuesday, saying, "It would have never happened." He said the Company's recent financial troubles stemmed mainly from two external issues: higher cotton prices and a labor shortage due to the forced layoffs of hundreds of workers last year after an immigration investigation. American Apparel received a $15-million lifeline in the spring from a group of Canadian investors, and Mr. Charney hinted that the company might be looking for additional financing. Mr. Charney said that an additional $6 million to $8 million would help stabilize the business and that $10 million on top of that amount would help the company open new stores. Mr. Charney has been especially interested in increasing the Company's presence in Asia. The LA Times notes the two newest directors are David Danziger, a chartered accountant and partner at MSCM, an audit and accounting firm in Toronto, and Marvin Igelman, most recently a director and chief strategy officer at Poynt Corp., a Canadian company that offers mobile location-based search services. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of Sept. 30, 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. American Apparel reported a net loss of $86.31 million on $532.99 million of net sales for the year ended Dec. 31, 2010, compared with net income of $1.11 million on $558.77 million of net sales during the prior year. The Company's balance sheet at March 31, 2011, showed $333.95 million in total assets, $283.12 million in total liabilities, and $50.83 million in total stockholders' equity. The Wall Street Journal reports that Skadden, Arps, Slate, Meagher & Flom has been advising the company on its recent restructuring efforts alongside investment bank Rothschild Inc. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Going Concern Doubt Marcum LLP, in New York, in its audit report on American Apparel's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. As of April 30, 2011, the Company had approximately $8,000,000 of cash, approximately $8,900,000 of availability for additional borrowings and $46,100,000 outstanding on the credit facility under the BofA Credit Agreement and $1,400,000 of availability for additional borrowings and $4,000,000 outstanding on the credit facility under the Bank of Montreal Credit Agreement. As May 10, 2011, the Company had approximately $5,941,000 available for borrowing under the BofA Credit Agreement and $1,481,000 available under the Bank of Montreal Credit Agreement. As more fully discussed in Note 13, on April 26, 2011 the Company sold 15,777,000 shares of Common Stock to a group of investors, at a price of $0.90 per share, for the aggregate cash purchase price of approximately $14,200,000 of which $5,000,000 went to satisfy and meet the availability requirement of the amendment to the BofA Credit Agreement. The investors also received the right to purchase up to an additional 27,443,000 shares at the same price within 180 days, subject to shareholder approval and subject to certain anti-dilution and other adjustments. This transaction improved the liquidity position of the Company by approximately $8,000,000. The Company incurred a loss from operations of $13,091,000 for the three months ended March 31, 2011, compared to a loss from operations of $21,556,000 for the three months ended March 31, 2010. The current operating plan indicates that losses from operations may be incurred for all of fiscal 2011. "Consequently, the Company may not have sufficient liquidity necessary to sustain operations for the next twelve months and this raises substantial doubt that the Company will be able to continue as a going concern," the Company said in the Form 10-Q. "If we are not able to timely, successfully or efficiently implement the strategies that we are pursuing to improve our operating performance and financial position, obtain alternative sources of capital or otherwise meet our liquidity needs, we may need to voluntarily seek protection under Chapter 11 of the U.S. Bankruptcy Code." AMT LLC: Court Approves J. Steven Ford to Handle Bankruptcy Case ---------------------------------------------------------------- The Hon. William S. Shulman of the U.S. Bankruptcy Court for the Northern District of Florida authorized AMT, LLC, to employ J. Steven Ford, as counsel. As reported in the Troubled Company Reporter on June 7, 2011, AMT LLC asked the Court to approve its hiring of J. Steven Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A., to serve as its counsel under a general retainer. Mr. Ford attested that his firm has no interest adverse to the Debtor or its estate in any matters upon which they are to be engaged. AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011. Judge William S. Shulman presides over the case. J. Steven Ford, Esq., at Wilson, Harrell, Farrington, serves as the Debtor's counsel. The Debtor disclosed $30,679,648 in assets and $5,060,823 in liabilities as of the Chapter 11 filing. The petition was signed by Michael Smallwood, its manager. BANNING LEWIS: Ultra Petroleum's $26-Mil. Win Auction for Land -------------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that Banning Lewis Ranch Co. said it is seeking court approval to sell thousands of acres of land in Colorado Springs, Colo., to a subsidiary of oil-and-gas company Ultra Petroleum Corp. for $26.25 million in cash. According to the report, the U.S. Bankruptcy Court in Wilmington, Del., will hold a hearing July 28 to consider approving the sale to Ultra Resources Inc., which court papers show won the bidding at a June 28 auction of land slated for a 20,000-acre master planned community. At that auction, Ultra beat out a leading bid put forth by units of Banning Lewis Ranch's current majority owners and bankruptcy lenders, Greenfield Partners and Farallon Capital Management. The private-equity firms had offered to assume responsibility for such liabilities as what Banning Lewis Ranch owes under its $3.5 million bankruptcy loan and a $23.5 million term loan from Associated Bank. Because their bid lost, the private-equity firms -- which together own 85% of Banning Lewis Ranch -- are slated to receive $250,000 to reimburse them for their sale-related expenses. The report notes that before the court can sign off on the sale, Banning Lewis Ranch must confront potential objections from the likes of the city of Colorado Springs, which wants to ensure that a sale complies with local laws. About Banning Lewis Banning Lewis Ranch Co. is the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. Banning Lewis Ranch is a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and will have 1,000 homes priced from the high $100,000s to the mid-$300,000s. Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28, 2010. It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BBB ACQUISITION: Withdraws Chapter 11 Plan After Trust Objection ---------------------------------------------------------------- On June 17, 2011, the U.S. Bankruptcy Court for the District of Wyoming granted the motion of BBB Acquisition, LLC, to withdraw its Plan of Reorganization dated Nov. 22, 2010. The Dillard Family Trust, which asserts a secured claim for $10,000,000 and an unsecured claim for $7,253,502, did not object to the requested withdrawal of the Plan. On June 7, 2011, the Trust filed its objection to the Plan, citing, among others, that BBB's Chapter 11 petition was filed in bad faith. Specifically, the Trust says BBB filed the petition to avoid execution by the Trust on a specific performance judgment entered by the District Court. Further, the Trust says Fifth Third Bank stands to receive an asset worth over $50,000,000 to satisfy a $22,000,000 claim while unsecured creditors may receive no payment, as under the Plan, BBB is to deed to the Bank its real property if it fails to make a payment. The Trust says the Debtor's Plan also fails to provide it, as a holder of a secured claim, with the protection afforded in Section 1129(b)(2)(A) of the Bankruptcy Code. The Dillard Family Trust is represented by: James R. Belcher, Esq. BELCHER & BOOMGAARDEN LLP 237 Storey Boulevard, Suite 110 Cheyenne, WY 82009 Tel: (307) 426-4105 Fax: (307) 426-4099 As reported in the TCR on May 20, 2011, under the Plan dated Nov. 22, 2010, Reorganized BBB will continue the operation of its business in the same fashion as it did prior to the Petition Date. The members making up the Class 7 equity interests in the Debtor will retain their ownership interest. Creditors holdings allowed unsecured claims will be paid from funds generated from the sale of real estate within the Bar-B-Bar Ranch in Teton County, Wyoming, but only after allowed administrative claims, allowed general priority claims, allowed convenience class claims and the allowed Fifth Third Claim, are paid in full. BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the Bar-B-Ranch in Teton County, Wyoming. The residential development consists of 16 parcels, each in excess of 35 acres in size, located adjacent to the Snake River. The Debtor filed for Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010, represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com -- and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber Johnson & Lyons LLP, in Denver, Colorado. The Debtor disclosed $57,239,218 in assets and $35,613,501 in liabilities. BERKLINE/BENCHCRAFT: Ashley's $850,000 to Open Auction for IP ------------------------------------------------------------- Larry Thomas at Furniture Today reports that Ashley Furniture has emerged as the stalking horse bidder for the intellectual property of bankrupt upholstery producer Berkline, which ceased operations in late March. According to documents filed in U.S. Bankruptcy Court, Ashley would pay $850,000 for the property, which includes the Berkline and BenchCraft trade names as well as patents, trademarks and Internet domain names owned by the company. The report says Berkline is asking the court to schedule an auction for the intellectual property, using Ashley's bid as the floor for the bidding process. If the property is sold to someone else, Ashley would get a break-up fee of $25,500, plus out-of- pocket expenses in connection with the stalking horse bid. U.S. Bankruptcy Judge Mary Walrath has set a hearing for July 26 to approve bidding procedures and set a date for the auction, notes Mr. Thomas. Berkline has proposed a bid deadline of no later Aug. 5, and wants to hold the auction no later than Aug. 11. About Berkline/Benchcraft Berkline/BenchCraft Holdings LLC, along with five subsidiaries, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369) so the couch maker that specializes in home theaters can liquidate. Berkline/Benchcraft is a unit of turnaround specialist Sun Capital Partners Inc. Until their decision to liquidate, the Debtors, with their "Berkline" and "Benchcraft" brands, held a number five market share and had a growing presence in home theater seating including reclining sofas, love seats, and sectionals. In February, Berkline hired FTI Consulting Inc. to help it restructure and find a buyer. When Berkline was unable to sell itself, the Company decided to liquidate and file for bankruptcy. Berkline has a $140 million second-lien loan that is mostly owed to its parent, SCSF Furniture LLC, which isn't in bankruptcy. A total of $15 million is owed on a first lien term loan and revolver from lenders led by Wells Fargo Capital Finance, LLC, as administrative agent. The Debtors also owe $12.5 million under unsecured subordinated notes. Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in the Chapter 11 case. Attorneys at Morgan, Lewis & Bockius LLP serve as co-counsel. FTI Consulting is the advisor. Epiq Bankruptcy Solutions is the claims and notice agent. BERNARD L MADOFF: District Judge to Decide on Fraud Probe --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Jed S. Rakoff sounded as though he might eventually rule that bankruptcy law doesn't govern that part of the lawsuit where the trustee liquidating Bernard L. Madoff Investment Securities Inc. is seeking to recover $700 million in principal that Fred Wilpon, Sterling Equities Inc., the owners of the New York Mets baseball club, and Mr. Wilpon's friends, family and associates took out of the Ponzi scheme before the fraud surfaced publicly. Mr. Rochelle relates that at a hearing July 1, Judge Rakoff said he, not the bankruptcy judge, would initially decide if the Wilpon group had a duty to investigate whether the Madoff firm was a fraud. Judge Rakoff said, "It doesn't seem to me to be self- evident that bankruptcy law sets the duty of inquiry that a customer of a brokerage has." "How can it be that the law governing someone's duty to inquire is determined, not by what the governing laws in place were at the time, but by the happenstance that the entity later went into bankruptcy?" Judge Rakoff asked at another juncture in the hearing. The Wilpon group argues that federal securities laws govern and give them no duty to investigate whether the broker is a fraud. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping $50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of $6.85 billion in claims by investors has been allowed, with $791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BLOCKBUSTER INC: U.S. Trustee Hopes to Block Worker's Bonus ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Court in New York will convene a hearing today, July 7, to consider Blockbuster Inc.'s request to pay bonuses to the company's sole remaining employee. Bruce Lewis, Blockbuster's former treasurer, is the last employee following the sale of the business to Dish Network Corp. Blockbuster proposes that Mr. Lewis be paid 1% of all distributions made to administrative creditors and to senior secured creditors. He would also receive 0.25% of distributions made to secured creditors by July 31. As reported in yesterday's Troubled Company Reporter, the U.S. Trustee is opposing the bonuses. The bonuses are "primarily for the benefit of the senior secured lenders who seek to expedite their distributions prior to July 31," the U.S. Trustee said. The U.S. Trustee, the bankruptcy watchdog for the Justice Department, says that company is "administratively insolvent." 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. 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, 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. BOISE, IDAHO: Judge to Decide on Bankruptcy Allegation ------------------------------------------------------ The Associated Press' Rebecca Boone reports that U.S. District Bankruptcy Judge Terry Meyers heard arguments last week between Boise County, Idaho leaders -- who contend the county is insolvent and bankruptcy is their last, and only, option -- and developer Oaas-Laney LLC, which contends the county actually has a surplus of cash and is using shoddy book-keeping as an excuse to try to avoid paying their legal debts. The AP says Judge Meyers will decide soon whether Boise can declare bankruptcy in a bid to stave off paying a legal judgment, which is worth more than half of the county's annual budget. According to the AP, if Boise County is granted the bankruptcy, county officials will be allowed to restructure and possibly reduce the county's debt to the Boise-based developer. The AP recounts Oaas-Laney won $4 million in a federal lawsuit last year accusing the county of violating the Fair Housing Act. The jury also awarded Oaas-Laney $1.4 million in attorneys' fees. According to the report, the $5.4 million judgment accounts for more than half of Boise County's annual $9.4 million budget, or roughly $720 for every man, woman and child living within county borders. About Boise County, Idaho Boise County is a rural mountain county in the U.S. state of Idaho. The population was 6,670 at the 2000 census; it was estimated at 7,571 in 2007. The county seat is Idaho City, and Horseshoe Bend is its largest city. Boise County filed for bankruptcy (Bankr. D. Idaho Case No. 11-00481) on March 1, 2011, making it the first U.S. municipality to file Chapter 9 this year. The county estimated assets under $50,000 and debts of $1 million to $10 million in the Chapter 9 petition. Statistics from the American Bankruptcy Institute show that only about 230 municipalities have filed Chapter 9 since 1980. BORDERS GROUP: Proposes Mortgage Corp. as Broker ------------------------------------------------ Borders Group Inc. and its units seek the Bankruptcy Court's permission to employ Mortgage Corporation of America as their mortgage broker, nunc pro tunc to the Petition Date. As the Debtors' mortgage broker, MCA agrees to provide these services: (a) prepare financing memorandum outlining the property, market, transaction, structure, economics, sponsorship; (b) determine the range of alternatives which coincide with the characteristics outlined by the client and the possible avenues that are available to conclude the transaction; (c) market the transaction to potential interested parties; (d) provide and consolidate relevant information necessary for selecting and negotiating with potential buyer; (e) assist throughout the structural negotiation, initial due diligence and closing process in order to ensure that the transaction is executed as expeditiously and smoothly as possible; and (f) assist in the post-closing activities. MCA has performed all of the advisory services contemplated in this application, except for certain post-closing activities. The Debtors propose to pay MCA a financing fee of 2% of the purchase price with respect to the sale of the Torrance Mortgage Loan. The fee may be paid at the time of the loan closing, though the Debtors acknowledge that the full fee is earned at the time of Debtors' contract execution unless the transaction fails to close for reasons outside the control of the Debtors. Pursuant to the Proposed Transaction, MCA's fee is $66,080. Kimberly Frank, principal broker of MCA, discloses that her firm has not been retained to assist any entity or person other than the Debtors on matters relating to, or in connection with, these Chapter 11 cases or the Torrance Mortgage Note. Ms. Frank maintains that MCA is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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) BOZEL SA: Court OKs Expanded Scope of BDO's Retention ----------------------------------------------------- Bozel S.A. has obtained authorization from the U.S. Bankruptcy Court for the Southern District of New York to expand the scope of its retention of BDO Consulting Corporate Advisors, LLC, as financial advisor to add the rendering of tax advice, including the preparation and filing of necessary tax returns and documentation in the United States. However, the Court adjourned and subject to further hearing the Debtor's request to hire BDO Tax & Accounting S.A. to provide necessary tax advice and services in Luxembourg. Judge Arthur J. Gonzalez authorizes the expanded scope of BCCA's retention to include these services: -- At the request of the Sole Director, prepare the federal and any state tax returns required for Bozel LLC and/or Bozel SA for the years ended Dec. 31, 2006, 2007, 2008, 2009, 2010, and 2011; -- At the request of the Sole Director, perform additional services as may be requested, including but not limited to estimated tax payments, tax planning, and tax consultation; and -- Should the tax returns of Bozel LLC and/or Bozel SA be selected for review by the taxing authorities, any proposed adjustments by the examining agent are subject to certain rights of appeal. At the request of the Sole Director, in the event of such a government tax examination, BCCA will be available upon request to represent the Company, subject to the execution of a separate engagement letter, if appropriate. BDO Consulting will be paid based on the hourly rates of its personnel: Partners/Managing Directors US$550 to US$800 Directors/Sr. Managers/Principals US$350 to US$600 Managers/Vice Presidents US$225 to US$500 Seniors/Associates US$200 to US$350 Staff US$125 to US$225 About Bozel S.A. Bozel S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11802) on April 6, 2010. In its petition, the Debtor estimated assets ranging from US$50 million to US$100 million, and debts ranging from US$10 million to US$50 million. William F. Savino, Esq., Daniel F. Brown, Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP in Buffalo, N.Y., represent the Debtor. CARBON RESOURCES: Taps Philip Montoya and Daniel Behles Co-Counsel ------------------------------------------------------------------ Carbon Resources LLC, asks the U.S. Bankruptcy Court for the District of New Mexico for permission to employ Philip J. Montoya and also Daniel J. Behles of Moore, Berkson & Gandarilla, P.C., as co-counsel. The Debtor relates that Messrs. Montoya and Behles, substitute James M. LaGanke as its attorney of record to represent the Debtor in the Chapter 11 proceeding and related matters, and other matters as the Debtor may need legal advice or representation on. The hourly rates of the firm's personnel are: Mr. Behles $250 Mr. Montoya $200 Paralegals $90 Prepetition, the Debtor provided the counsel with a $10,000 retainer, from which no fees or costs have been deducted. To the best of the Debtor's knowledge, Messrs. Montoya and Behles are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. Messrs. Montoya and Behles can be reached at: Philip J. Montoya, Esq. P.O. Box 159 Albuquerque, NM 87103-0159 Tel: (505) 244-1152 Fax: (505) 242-2836 MOORE, BERKSON & GANDARILLA, P.C. Daniel J. Behles, Esq. P.O. Box 7459 Albuquerque, NM 87194-7459 Tel: (505) 242-1218 Fax: (505) 242-2836 About Carbon Resources LLC Sandia Park, New Mexico-based Carbon Resources LLC filed for Chapter 11 bankruptcy protection (Bankr. N.M. Case No. 10-16104) on Dec. 10, 2010. M.J. Keefe, Esq., at Gilpin & Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve as the Debtor's bankruptcy counsel. The Debtor estimated assets at $10 million to $50 million, and debts at $1 million to $10 million. CB HOLDING: Former CEO D'Anton to Pay Restitution ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the former operator of Charlie Brown's Steakhouse restaurants agreed to accept $110,000 in criminal restitution from the former chief executive officer, who is serving a prison sentence for taking kickbacks. Former CEO Russell D'Anton and former Vice President Michael Mulligan both entered guilty pleas for receiving kickbacks from suppliers. In the plea agreement, the question of how much Mr. D'Anton would pay in criminal restitution was left open. Mr. Rochelle relates that after negotiations, Mr. D'Anton agreed to pay and Charlie Brown's agreed to accept $110,000. There will be a hearing in U.S. Bankruptcy Court in Delaware on July 19 to approve the settlement. In 2009, Mr. D'Anton agreed to pay the company $275,000 in return for dropping a lawsuit. 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. CENTENNIAL PARK: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Centennial Park LLC, a Missouri LLC (Mo. Charter #LC0723644) fdba R. H. Sailors and Dr. Brad Vince, LLC dba Centennial Park LLC 10750 El Monte Overland Park, KS 66211 Bankruptcy Case No.: 11-22026 Chapter 11 Petition Date: July 4, 2011 Court: U.S. Bankruptcy Court District of Kansas (Kansas City) Debtor's Counsel: Christopher J. Redmond, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112 Tel: (816) 421-4800 Fax: (816) 421-0596 E-mail: christopher.redmond@huschblackwell.com - and - John J. Cruciani, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112 Tel: (816) 983-8197 E-mail: john.cruciani@huschblackwell.com Scheduled Assets: $9,186,018 Scheduled Debts: $8,611,020 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ksb11-22026.pdf The petition was signed by Richard H. Sailors, managing members. CENTER COURT: Monteito Bank Opposes Motion to Use Cash Collateral ----------------------------------------------------------------- Secured creditor Montecito Bank & Trust, owed $9 million in principal and a disputed unpaid interest, has asked the U.S. Bankruptcy Court for the Central District of California to deny the motion of Center Court Partners, LLC, to use cash collateral, filed June 9, 2011, citing the absence of any credible evidence of how the requested uses of its cash collateral might protect the value of the Property, the lack of adequate protection, and the likely future decline of the Property. The Bank also presented specific objections with respect to the Budget, including its objection to the proposed payment of $7,404 of monthly charges to maintain a property only generating $10,046.01 of monthly rents, which consists the Bank's cash collateral. As adequate protection, the Bank asks the Court that it be granted replacement liens, to the extent of any diminution in the value of its cash collateral, in all postpetition property of the Debtor. The Bank is represented by: Ashleigh A. Danker, Esq. KAYE SHOLER LLP 1999 Avenue of the Stars, Suite 1700 Los Angeles, CA 90067 Tel: (310) 788-1000 Fax: (310) 788-1200 E-mail: adanker@kayscholer.com In its motion, the Debtor tells the Court that it needs cash collateral to to pay ongoing financial obligations to maintain its business, which is its primary asset. The Debtor will only disburse funds as set forth in a budget, subject to a 15% variance. The Debtor's authority to use cash collateral will terminate on the earlier of: (1) the effective date of any confirmed plan of reorganization; (2) the consummation of the sale or all or substantially all of the Debtor's assets; (3) the dismissal of the case or the conversion of the case to a case under Chapter 7 of the Bankruptcy code; (4) upon the entry of an order appointing a Chapter 11 trustee; (5) 5:00 p.m. Pacific Time Dec. 23, 2011. A copy of the 6-month budget is available at: http://bankrupt.com/misc/centercourt.cashcollateralmotion.pdf Based in Agoura Hills, California, Center Court Partners LLC owns a commercial property located at 29501 Canwood Street, Agoura Hills, Calif. The monthly rent receipts are the Debtor's sole source of income. The Company filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25, 2011. Judge Maureen Tighe presides over the case. Martin D. Gross, Esq., represents the Debtor as counsel. The Debtor estimated both assets and debts between $10 million and $50 million as of the Chapter 11 filing. CENTER COURT: Files Plan Outline; Montecito to Receive 87% Payout ----------------------------------------------------------------- Center Court Partners LLC filed with the U.S. Bankruptcy Court for the Central District of California on June 20, 2011, a disclosure statement in support of its Chapter 11 plan of reorganization. The Plan contemplates the continuation of the Debtor's business, including the development of the tenant improvements to accommodate the lease by Mariner Health Care, Inc., who has executed a lease of the entire first floor, a 11,400 square foot addition, and roughly 7,500 square feet of the subterranean level for use as a skilled nursing facility. The Plan also contemplates the sale of 50% of the Debtor to an investor, City Lights Financial Express, Inc. Roger W. Meyer, the managing member before the bankruptcy, and City Lights would be 50/50 managing members and owners of the Debtor during the remainder of the bankruptcy proceedings after confirmation of the Plan. To complete the tenant improvements to the property, Debtor has commitments from Preferred Bank for a construction loan for $12,000,000 and $2,100,000 in cash infusion from City Lights for an aggregate of $14,100,000. The project is subdivided into 22 medical office condominiums for lease or sale, of which two suites have been leased and improved. The Plan, which designates seven (7) Classes of Claims and Interests, contemplates that major creditors, secured and unsecured, taking a restructuring of their claims against the Debtor. Montecito Bank and Trust Class, in Class 1, would receive $7,891,851.50, or 87% of their claim, in exchange for a full reconveyance of the Deed of Trust and satisfaction of the associated loans. Montecito will also receive $324,000 from the Santa Barbara action. Roger W. Meyer, managing member of the Debtor, would stipulate to a 35% reduction of his Class 2 Claim, reducing his claim to $3,000,000 and retaining 50% ownership of the Debtor, and foregoing any payout to retain said ownership. The Opal Meyer Survivor's Trust in Class 3 would take a 13% reduction of its unsecured claim of $1,400,000, rendering a balance of $1,218,000, and will take, upon confirmation of the plan, a note that will be subordinate to the construction financing. The Opal Meyer Survivor's Trust is the personal trust of Opal Meyer, Roger W. Meyer's mother. Roger W. Meyer is the only living heir to the trust and the Trustee. City Lights Financial Express, Inc.'s Class 4 Claim of $148,000 will be restructured to $128,760, or 87% of its claim. Payout will begin upon commencement of the Mariner Lease per Plan. Johnson & Muller Architects' Class 5 Claim will receive a 100% payout at Plan effective date. Roger W. Meyer's Class 6 (91.5% ownership) interest in the Debtor and Karen Mayer's Class 7 (8.5% ownership) interest in the Debtor will be reduced commensurate to the confirmation of the Plan in reference to the change of ownership, City Lights Financial Express, Inc., as 50% owner and 50% divisible by current ownership percentages. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/centercourt.DS.pdf Based in Agoura Hills, California, Center Court Partners LLC owns a commercial property located at 29501 Canwood Street, Agoura Hills, Calif. The monthly rent receipts are the Debtor's sole source of income. The Company filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25, 2011. Judge Maureen Tighe presides over the case. Martin D. Gross, Esq., represents the Debtor as counsel. The Debtor estimated both assets and debts between $10 million and $50 million as of the Chapter 11 filing. CHEMTURA CORP: Rejects $13-Mil. Payout for La. Superfund Cleanup ---------------------------------------------------------------- Evan Weinberger at Bankruptcy Law360 reports that formerly bankrupt Chemtura Corp. on Friday said that it should not be forced to pay a consortium of chemical and oil companies nearly $13 million to cover its portion of future cleanup costs at a Louisiana Superfund site. In a reply brief filed in New York bankruptcy court, Chemtura said that its 2009 bankruptcy exempted it from payments to NPC Services Inc., a corporate entity set up following a 1984 consent decree over the cleanup of a polluted area in East Baton Rouge Parish, La., Law360 relates. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No. 09-11233) on March 18, 2009. The Debtors disclosed total assets of $3.06 billion and total debts of $1.02 billion as of the Chapter 11 filing. Chemtura completed its financial restructuring and emerged from protection under Chapter 11 in November 2010. In connection with the emergence, reorganized Chemtura is now listed on the New York Stock Exchange under the ticker "CHMT". M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, served as bankruptcy counsel for the Debtors. Wolfblock LLP was the Debtors' special counsel. The Debtors' auditors and accountant were KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors were Joele Frank, Wilkinson Brimmer Katcher; their business advisors were Alvarez & Marsal LLC and Ray Dombrowski served as their chief restructuring officer; and their claims and noticing agent was Kurtzman Carson Consultants LLC. The Official Committee of Equity Security Holders tapped Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, as counsel. the Official Committee of Unsecured Creditors retained Daniel H. Golden, Esq., Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. CLEAN BURN: Judge Says Ethanol Plant Can Be Foreclosed ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge in Durham, North Carolina, allowed the secured lender, Cape Fear Farm Credit ACA, to initiate foreclosure and have Clean Burn Fuels LLC's ethanol plant taken over by a receiver in the meantime. Cape Fear Farm Credit, ACA, for itself and as agent/nominee for other lending institutions under a Credit Agreement, filed a motion asking Judge Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for the Middle District of Northern California to lift the automatic stay to permit the Lender to exercise its rights against all of Clear Burn Fuels, LLC's assets, including the Debtor's ethanol plant located in Hoke County, North Carolina. The Debtor stopped purchasing corn and production of products, shutting down its plant in or about late February 2011. Since that time, the Debtor has been transitioning the plant to an "idle" state, which is virtually complete. Given that the Debtor has shut down its plant, the Debtor has not been replenishing its inventory, and as it has used, and now purposes to use, the funds it has collected from accounts receivable, the Debtor has been diminishing the Lender's collateral, Benjamin A. Kahn, Esq., at Nexsen Pruet, PLLC, in Greensboro, North Carolina -- bkahn@nexsenpruet.com -- asserts. The Debtor's further continued use of the proceeds of the Lender's collateral in any amounts greater than that necessary to preserve the assets during an orderly surrender of the Plant to the Lender would further diminish the Lender's collateral and secured position, he points out. Mr. Kahn further contends that because the Debtor cannot operate without substantial, continuing losses going forward unless there is a significant and unlikely change in circumstances, there is no projection demonstrating that the Debtor will be able: (i) to confirm a plan in the face of the lien of Lender; (ii) comply with its obligation to make some debt service; and (iii) to cover the operating obligations and the costs of administration of a Chapter 11 case, and any further obligations of the business. Prior to the ruling, the Official Committee of Unsecured Creditors said it has initiated an investigation into whether the Lender is properly perfected or if other grounds exist to challenged its claimed security interest. Accordingly, the Committee asked the Court to continue the hearing on the Lift Stay Motion to give the Lender time to provide certain documents to the Committee and the Committee time to review those documents. In another objection, KATZEN International, Inc. asked the Court to deny the Lift Stay Motion unless the Lender agrees to protect KATZEN's information set forth in a license agreement with the Debtor. About Clean Burn Clean Burn Fuels LLC, a North Carolina limited liability company founded in 2005, is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August of 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., represents the Debtor. In its schedules of assets and liabilities, the Company disclosed $79,516,062 in assets and $79,218,681 in liabilities. The schedules valued its ethanol plant at $72,000,000, securing at $66,225,571 claim by a lender. The Official Committee of Unsecured Creditors is represented by Charles M. Ivey, III, Esq., at Ivey McClellan Gatton & Talcott, LLP, in Greensboro, North Carolina. CNOSSEN DAIRY: Wells Fargo Objects to Amended Plan Confirmation --------------------------------------------------------------- Wells Fargo Bank, National Association, objects to the confirmation of the first amended plan of reorganization proposed by Cnossen Dairy, Cnossen Family Partnership and UC Farms, LLC. Larry Chek, Esq., at Palmer & Manuel, L.L.P., in Dallas, Texas -- lechek@pamlaw.com -- relates that Wells Fargo, a secured creditor, voted in favor of the Plan based on the Debtors' assurances that a modification is forthcoming that will cure several ambiguities or flaws in the Plan in regard to its treatment of Wells Fargo's claims. Because that modification has not yet been filed as of the deadline for objections to confirmation of the Plan, Wells Fargo filed the limited Objection out of an abundance of caution, Mr. Chek says. Wells Fargo, Mr. Chek tells the Court, intends to fully support the Plan once an appropriate modification has been filed by the Debtors. Wells Fargo filed proofs of claim in the Debtors' bankruptcy cases in the amount of $22,072,940, which has since been paid down to approximately $19.6 million, in connection with the Debtors' unpaid prepetition loans. In particular, Wells Fargo objects to the Plan on these grounds: (a) The definition of "Effective Date" appears to be intended to trigger the effectiveness of the Plan by the finality of the confirmation order, but states that it is will be 10 days after the confirmation date, even though the appeal period now runs for 14 days after the confirmation date in accordance with the amended Rule 8002(a) of the Federal Rules of Bankruptcy Procedure. (b) Section VII.A of the Plan apparently allows for valuation of secured creditors' collateral, even though the Plan Term Sheet provides for a fully secured claim for Wells Fargo. This ambiguity should be resolved with a proviso that Wells Fargo's collateral will not be subject to further valuation. (c) The ECF-filed version of the Plan does not contain the fully executed version of the Plan Term Sheet. It should be attached as an exhibit to a Plan modification. (d) The Debtors opted to attach the Plan Term Sheet to the Plan in lieu of amending the Plan to conform to the Plan Term Sheet. That approach is fine, but the Plan needs to expressly state that the Plan Term Sheet is expressly incorporated into the Plan and will be considered an operative part of the Plan in all respects that is fully binding on the Debtors. (e) Section VII.C of the Plan relating to Wells Fargo's Class 4 Claim against Cnossen Family Partnership appears to limit Wells Fargo's retained collateral to accounts receivable even though Wells Fargo has a lien on other property of that Debtor. That treatment should be amended to state as: "Wells Fargo Bank, N.A.'s Class 4 Claim shall be allowed as a fully secured claim in the amount of $1,375,000.00. This Claim is secured by an interest in the Debtor's accounts receivable and other property of the Debtor in which Wells Fargo holds a contractual security interest. Wells Fargo Bank shall retain its liens in the accounts receivable and other property of the Debtor as described in the pre-petition loan and security agreements and in the proceeds thereof. The Claim shall be further governed by the Terms Sheet attached to the Plan Modification." (f) Section VII.D of the Plan relating to Wells Fargo's Class 8 Claim against UC Farms, LLC similarly appears to limit Wells Fargo's retention of liens on only accounts receivable, although Wells Fargo holds a broader security interest. That treatment should be amended to state as: "Wells Fargo Bank, N.A.'s Class 8 Claim shall be allowed in the amount of $442,217. This Claim is secured by an interest in the Debtor's accounts receivable, inventory and equipment (subject to priority purchase money liens). Wells Fargo Bank shall retain its liens in the accounts receivable, inventory and equipment described in the pre-petition loan and security agreements and in the proceeds thereof. The Claim shall be further governed by the Terms Sheet attached to the Plan Modification." (g) By reason of the Debtors' allusion in their disclosure statement to certain claims against Wells Fargo, the Plan should be amended to eliminate any ambiguity by specifically disclosing and identifying the general release that the Debtors are providing to Wells Fargo under the Plan Term Sheet. Section XII.C of the Plan should therefore be amended to add this language: "As described in paragraph 6 of the Terms Sheet, on the Effective Date the Debtors shall be deemed to have generally released Wells Fargo Bank and its officers, employees, agents and attorneys from and of all claims." Wells Fargo's counsel can be reached at: Larry Chek, Esq. Robert K. Mitchell, Esq. PALMER & MANUEL, L.L.P. 8350 N. Central Expressway, Suite 1111 Dallas, Texas 75206 Tel: (214) 242-6444 Fax: (214) 265-1950 E-mail: lchek@pamlaw.com rmitchell@pamlaw.com About Cnossen Dairy Hereford, Texas-based Cnossen Dairy filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on Nov. 12, 2010. J. Bennett White, Esq., at J. Bennett White, P.C., serves as bankruptcy counsel to the Debtor. Templeton, Smithee, Hayes, Heinrich & Russell, LLP, is the local counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The bankruptcy cases of Cnossen Family Partnership and UC Farms, LLC (Case Nos. 10-20793 and 10-20794) are jointly administered with the Cnossen Dairy's case. The Debtor disclosed $52,147,699 in total assets and $46,414,850 in liabilities as of the Petition Date. CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ ---------------------------------------------------------- Consumer Portfolio Services, Inc. received a Nasdaq staff deficiency letter on June 30, 2011, indicating that the Company had failed, over the 30 business day period ended June 28, 2011, to comply with the minimum public float requirement, as required by Nasdaq Rule 5450(b)(3)(c). A minimum public float of $15 million is required. Public float is defined as the closing bid price for the Company's shares, multiplied by the number of outstanding shares held by persons other than its directors, its officers and holders of 10% or more of outstanding shares CPS has until December 27, 2011 to regain compliance; otherwise its common stock would be subject to delisting. Based on the June 28 closing price of $1.11 per share, CPS had a public float, so defined, of approximately $14 million. To regain compliance would require that the closing bid price equal or exceed $1.18 per share for 10 consecutive trading days prior to December 27. There can be no assurance as to the price(s) at which CPS stock may trade. CPS is considering several alternatives that could be taken to maintain a listing of its common stock. About Consumer Portfolio Consumer Portfolio Services, Inc. is an independent specialty finance company that provides indirect automobile financing to individuals with past credit problems, low incomes or limited credit histories. CONVERTING SOLUTIONS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Converting Solutions, LP 700 Centerpoint Boulevard New Castle, DE 19720 Bankruptcy Case No.: 11-12122 Chapter 11 Petition Date: July 4, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Jeffrey S. Cianciulli, Esq. WEIR & PARTNERS LLP 824 Market Street Mall, Suite 1001 P.O. Box 708 Wilmington, DE 19899 Tel: (302) 652-8181 Fax: (302) 652-8909 E-mail: jcianciulli@weirpartners.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 Eric Seltzer, president of Conex Executive, LLC, general partner. COSIMO LLC: U.S. Trustee Unable to Form Committee ------------------------------------------------- W. Clarkson Mcdow, Jr., the United States Trustee for Region 4, advises the bankruptcy court that a committee under 11 U.S.C. Sec. 1102 in the Chapter 11 case of Cosimo, LLC has not been appointed because an insufficient number of persons holding unsecured claims against the debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. Greenville, South Carolina-based Cosimo, LLC, filed for Chapter 11 protection (Bankr. D. S.C. Case No. 11-03012) on May 4, 2011. Bankruptcy Judge Helen E. Burris presides over the case. Curtis W. Stodghill, Esq., at Stodghill Law Firm Chartered represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. COSIMO LLC: Files Schedules of Assets & Liabilities --------------------------------------------------- Cosimo, LLC filed with the bankruptcy court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------- ----------- A. Real Property $400,000 B. Personal Property $270,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $7,835 F. Creditors Holding Unsecured Non-priority Claims $10,067,110 ---------- -------------- TOTAL $670,000 $10,074,944 Greenville, South Carolina-based Cosimo, LLC, filed for Chapter 11 protection (Bankr. D. S.C. Case No. 11-03012) on May 4, 2011. Bankruptcy Judge Helen E. Burris presides over the case. Curtis W. Stodghill, Esq., at Stodghill Law Firm Chartered represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. CRYSTAL CATHEDRAL: Has Alternative Offer from Chapman University ---------------------------------------------------------------- Crystal Cathedral Ministries has a competing $46 million offer from Chapman University to purchase the property and lease part back to the church. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the church filed a proposed Chapter 11 plan in May, to be funded by selling its property for $46 million to Greenlaw Partners LLC. The church would lease the property back with the right to repurchase. The committee said in a court filing it is "simply baffled" by the church's support for the Greenlaw sale when the offer from Chapman has "clear benefits to the ministry." The sale to Chapman University is backed by unsecured creditors, which wants to use the alternative bid as the centerpiece of a competing reorganization plan. In tandem with the university's offer, Bankruptcy Law360 relates, the unsecured creditors committee moved to terminate Crystal Cathedral's exclusivity period for filing a Chapter 11 plan. Vikki Vargas and Jonathan Lloyd at NBC Los Angeles report that under Chapman's offer, the church would be able to lease back the cathedral, cemetery and other campus buildings for $150,000 per month for 15 years. Chapman also wants to acquire the Welcome Center and Family Life Center, which would provide office space for the university, according to the report. Greenlaw Acquisitions, an Orange County real estate developer, intends to build homes on the Crystal Cathedral property, NBC said, citing court papers in the bankruptcy case. The offer is subject to the approval of a bankruptcy judge. About Crystal Cathedral Crystal Cathedral Ministries is a Southern California-based megachurch founded by television evangelist Robert Schuller. The church, known for its television show "The Hour of Power." Crystal Cathedral filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010. The Debtor disclosed $72,872,165 in assets and $48,460,826 in liabilities as of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop Couchot P.C. represent the Debtor. The U.S. Trustee for Region 16 appointed seven members to the official committee of unsecured creditors in the Chapter 11 case of Crystal Cathedral Ministries. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represent the Committee. DELTA AIR: Delta, Virgin Welcome Final DOT Nod of Alliance ---------------------------------------------------------- Delta Air Lines and Virgin Australia Airlines welcomed the U.S. Department of Transportation's final approval of antitrust immunity for the airlines' trans-Pacific alliance, which will allow the carriers to implement a joint venture on service between the United States, Australia and the South Pacific. The grant of antitrust immunity will expand travel choices and competition for consumers by allowing the airlines to provide a seamless product and coordinate flight schedules for maximum convenience. The airlines will collaborate through codesharing, coordinating products and services and extending frequent flyer program benefits and lounge access to customers of both carriers. Virgin Australia Airlines, formerly the Virgin Blue group of airlines, was launched in 2000 as the first sustainable low-fare airline in Australian skies. It has established a global reputation as an innovator and leader in the aviation industry; renowned for the warmth of its people and the quality of the service they provide. 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 (Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005. 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 (Bankr. S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005. 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: Plans to Cut Seats on Trans-Atlantic Routes ------------------------------------------------------ Delta Air Lines, Inc. plans to reduce seating capacity by more than four percent after summer's peak travel season, Bloomberg News reports. The reductions will be through a 10 to 12 percent reduction on trans-Atlantic routes. Richard Anderson, Delta's chief executive officer, says in an interview with Bloomberg News that his company will continue to match capacity to the demand curve. 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 (Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005. On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates also filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005. 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: Gives Governor Perks After Signing Tax Break Law ----------------------------------------------------------- Delta Air Lines, Inc., has given Governor Nathan Deal of Georgia and his wife free perks worth approximately $8,000 two weeks after he signed a law giving the airline a partial exemption from fuel sales tax, WSB - Atlanta reports. Delta, however, denied that the free perks were a gift. Brian Robinson, Delta's spokesperson, says that they were "part of an effort to promote economic development". He noted that perks were not to be used for personal travel but only for state business. Despite the controversy, local lawmakers say that tax relief will help keep jobs in Georgia, The Daily Citizen reports. Daily Citizen also reveals that Delta gave similar perks to lawmakers in 2010, which includes Lt. Gov. Casey Cagle, House Speaker David Ralston, R-Blue Ridge, and the author of the tax break bill, Rep. Jay Roberts, Rocilla. 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 (Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005. On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates also filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005. 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. DULCES ARBOR: Court Approves E.P. Bud as Bankruptcy Counsel ----------------------------------------------------------- The Bankruptcy Court authorized Dulces Arbor, S. de R.L. de C.V., to employ as its bankruptcy counsel: E.P. BUD KIRK Terrace Gardens 600 Sunland Park Drive, Bldg. Four, Suite 400 El Paso, Texas 79912 Telephone (915) 584-3773 E-mail: budkirk@aol.com Among other things, the firm will be required to review all presently pending litigation in which the Debtor is a participant, to recommend settlement of the litigation which the attorney deems to be in the best interest of the estate, and to make an appearance as lead trial counsel in all litigation which the attorney believes should be continued. The firm will also review the Debtor's pre-bankruptcy transactions to determine what further litigation, if any, pursuant to the Bankruptcy Code, or otherwise, should be filed on behalf of the estate. The firm will be paid pursuant to its customary hourly rates: Professional Position Hourly Rate ------------ -------- ----------- E.P. Bud Kirk Attorney $250 Kathryn A. McMillan Paralegal $90 Janelle Gonzales Paralegal $90 Maura Casas Paralegal $90 E.P. Bud Kirk has 28 years of active bankruptcy practice and is Certified in Business and Consumer Bankruptcy by the Texas Board of Legal Specialization. Mr. Kirk attests that his firm represents no interest adverse to the Debtor or to the estate in matters in which he is to be engaged by the Debtor, and his employment would be in the best interests of the bankruptcy estate. The Debtor has paid the firm a $10,000 retainer. Prior to the bankruptcy filing, $4,641 was paid to the firm for pre-bankruptcy services actually rendered. About Dulces Arbor Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V., is a Mexican corporation that has been doing business for years in the greater El Paso-Ciudad Juarez area. It filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011. Judge Leif M. Clark presides over the case. In its petition, the Debtor estimated assets of $10 million to $50 million, and debts of $1 million to $10 million. The petition was signed by Raymond Ducorsky, sole administrator. Mr. Ducorsky is also its largest unsecured creditor with a $2,300,000 claim. DULCES ARBOR: Judge Mott Recuses Self From Hearing Case ------------------------------------------------------- Judge H. Christopher Mott recused himself from the bankruptcy case of Dulces Arbor, S. de R.L. de C.V., at the behest of the Debtor's lawyer. E.P. Bud Kirk, Esq., pointed out that for most of the last 10 years, the Debtor had very extensive legal work done in El Paso by the law firm formerly known as Gordon, Mott, and Davis, P.C., where Judge Mott was a longtime member. Mr. Kirk said the extent and nature of that work could present an appearance of a likelihood of bias, were the case to remain with Judge Mott. The case has been transferred to the chambers of Judge Leif M. Clark. About Dulces Arbor Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V., is a Mexican corporation that has been doing business for years in the greater El Paso-Ciudad Juarez area. It filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011. Judge Leif M. Clark presides over the case. In its petition, the Debtor estimated assets of $10 million to $50 million, and debts of $1 million to $10 million. The petition was signed by Raymond Ducorsky, sole administrator. Mr. Ducorsky is also its largest unsecured creditor with a $2,300,000 claim. DULCES ARBOR: Sec. 341 Creditors Meeting Set for Aug. 11 -------------------------------------------------------- The United States Trustee for the Western District of Texas will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of Dulces Arbor, S. de R.L. de C.V., on Aug. 11, 2011, at 8:00 a.m. at El Paso Suite 135. Proofs of claim are due Nov. 9, 2011. About Dulces Arbor Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V., is a Mexican corporation that has been doing business for years in the greater El Paso-Ciudad Juarez area. It filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011. Judge Leif M. Clark presides over the case. The law firm of E.P. Bud Kirk, Esq., serves as bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million, and debts of $1 million to $10 million. The petition was signed by Raymond Ducorsky, sole administrator. Mr. Ducorsky is also its largest unsecured creditor with a $2,300,000 claim. EASTMAN KODAK: Default Swaps Flashing 74% Default Probability ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Eastman Kodak Co. credit default swaps imply a 74% probably of default within five years as the result of the deferral of a decision by the U.S. International Trade Commission on a patent dispute with Apple Inc. and Research In Motion Ltd. The swaps in December were implying a 50% possibility of default, according to data compiled by Bloomberg. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. The Company's balance sheet at March 31, 2011, showed $5.88 billion in total assets, $7.15 billion in total liabilities, and a $1.27 billion total deficit. * * * As reported by the Troubled Company Reporter on March 2, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Eastman Kodak to 'CCC' from 'B-'. S&P removed the rating from CreditWatch, where S&P placed it with negative implications on Jan. 26, 2011. The rating outlook is negative. Issue-level ratings on the company's debt were also lowered and removed from CreditWatch in conjunction with the corporate credit rating change. The 'CCC' corporate credit rating reflects S&P's expectation that Eastman Kodak's pace of cash consumption will remain high over the near term. It also reflects S&P's expectation of continued secular volume decline of the traditional photographic products and services business, that the company's consumer digital imaging businesses will not quickly turn convincingly profitable, and that intellectual property earnings, which constitute a significant portion of the company's EBITDA, could decline significantly from 2010 levels. These factors underpin S&P's view of Kodak's business risk as vulnerable and support S&P's view that revenue and EBITDA will decline in 2011. S&P views the company's financial risk profile as highly leveraged because of the risk that its earnings and cash flow could become insufficient to support its debt. In the March 16, 2011 edition of the TCR, Fitch Ratings has affirmed its 'CCC' Issuer Default Rating on Kodak. The ratings and Negative Outlook reflect Kodak's continued struggles to gain traction in its digital businesses as secular declines persist and broaden to entertainment film within the traditional film business. In March, Moody's Investors Service demoted Kodak's corporate rating to Caa1 coupled with a judgment the company "could" consume $600 million to $700 million in cash during 2011. Moody's noted that Kodak has no material debt maturities until November 2013. FALLS AT TOWNE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Falls at Towne Crossing, LLC aka The Falls c/o Exchange Realty Inc 527 Marquette Avenue South, Suite 820 Minneapolis, MN 55402 Bankruptcy Case No.: 11-44563 Chapter 11 Petition Date: July 5, 2011 Court: U.S. Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D O'Brien Debtor's Counsel: Michael L. Meyer, Esq. RAVICH MEYER KIRKMAN MCGRATH NAUMAN 4545 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: (612) 317-4745 E-mail: mlmeyer@ravichmeyer.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Duane H. Lund, chief manager. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Geneva Multi-Family Exchange XIV, LLC 11-44562 07/05/11 The Falls at Towne's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Direct Energy Goods and Services $5,101 909 Lake Carolyn Parkway, Suite 1100 Irving, TX 75039-3810 Redi Carpet Goods and Services $4,364 P.O. Box 971442 Dallas, TX 75397 Earthworks Inc. Goods and Services $3,045 P.O. Box 419 Lillian, TX 76061 Schaecher, Cynthia Goods and Services $3,001 Republic Service Goods and Services $2,077 Morgan, Michelle Goods and Services $1,500 TLC Carpet Cleaning Inc. Goods and Services $1,385 TNT Painting Inc. Goods and Services $1,317 Western States Fire Protection Goods and Services $1,045 Dominguez, Leonardo Security Deposit $1,000 Umovefree Apartment Locators Goods and Services $928 Coyne, Martin Security Deposit $925 Lavetas Maid Service Inc. Goods and Services $882 Jackson, Isaac Security Deposit $829 Lexisnexis Screening Goods and Services $789 Robinson, Arynne Security Deposit $750 Austin, Gary Security Deposit $725 Khomejani, Ebrahim Security Deposit $715 Kim, Layoun Security Deposit $715 Shuman, Ostin Security Deposit $705 FIDDLER'S CREEK: Got Access to $5.3-Mil. of Gulf Bay Collateral --------------------------------------------------------------- On June 20, 2011, the U.S. Bankruptcy Court for the Middle District of Florida entered its seventh interim order allowing Fiddler's Creek, LLC, et al., to obtain secured postpetition financing of up to $5,330,899 on a superpriority administrative expense claim basis from Gulf Bay Capital, Inc., the DIP Lender. Advances will not exceed the amounts set forth in a four (4) week budget for the period from June 1, 2011, through June 30, 2011. The advances granted pursuant to this order will be in addition to borrowing authorized by separate orders in connection with the Textron DIP Loan. Certain of the Debtors are also authorized to use cash generated from the operation of the Textron Collateral (namely the Greek Course) and the cash generated from the operation of the Iberia Collateral (namely the Tarpon Club and the restaurant facilities at the Marco Beach Ocean Resort. All DIP Obligations of the Debtors to the DIP Lender will be due and payable on June 30, 2011, the date of the Further Hearing, unless earlier terminated upon the occurrence of certain events, including the entry of an order confirming a plan of reorganization for any Debtor. A further hearing to consider of a final or further interim order was scheduled at 2:30 p.m. on June 30, 2011. A copy of the Seventh Interim Order is available at: http://bankrupt.com/misc/fiddler'screek.7thinterimorder.pdf About Fiddler's Creek Fiddler's Creek, LLC, and its affiliates each owns, operates or is otherwise affiliated with the premier, fully integrated, master planned residential community known as "Fiddler's Creek" in southwestern Florida. Fiddler's Creek is located in Collier County, Florida, approximately 12 miles southeast of the city of Naples and six miles north of Marco Island. The Fiddler's Creek development is comprised of nearly 4,000 zoned acres of prime land in Naples, Florida, and is planned for and capable of accommodating up to 6,000 residences upon projected build-out, which is estimated to be in 2020. Fiddler's Creek contains five distinctive neighborhoods known as: Fiddler's Creek, Veneta, Aviamar, Marsh Cove and Meadow Run. Fiddler's Creek filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846). Paul J. Battista, Esq., Heather L. Yonke, Esq., Mariaelena Gayo-Guitian, Esq., and Michael L. Schuster, Esq., at Genovese Joblove & Battista, P.A.; Bart A. Houston, Esq., at Kopelowitz Ostrow; and Mark Woodward, Esq., serve as counsel to the Debtors. Judge Alexander L. Paskay presides over the case. The Company estimated assets and debts at $100 million to $500 million. Paul S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq., at Berger Singerman P.A., represent the Official Unsecured Creditors Committee as counsel. FKF MADISON: Competitor Challenges HFZ's Bid for Firm ----------------------------------------------------- Dow Jones' DBR Small Cap reports that an entity called One Madison FM LLC says HFZ Capital Group's bankruptcy takeover of One Madison Park is not a done deal and it's willing to top HFZ's offer by $58 million in order to trigger a fair market showdown to determine who gets the condominium development. FKF Madison owns the One Madison Park condominium tower in New York City. One Madison Park project came to halt in February 2010 when iStar Financial Inc., the chief financier for the project, moved to foreclose on it. The high-profile condominium project, a 50-story tower was developed by Ira Shapiro and Marc Jacobs. An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867) was filed against FKF Madison on June 8, 2010. The case was converted to a Chapter 11 in November 2010. FOREVER CONSTRUCTION: Files Disclosure Statement and Plan --------------------------------------------------------- Forever Construction, Inc., has filed a disclosure statement and reorganization plan with the U.S. Bankruptcy Court for the Northern District of Illinois. The Plan provides for distributions to the holders of allowed claims from funds realized from the continued operation of the Debtor's business as well as from existing cash deposits. Payments to the holders of the Allowed Class 1 Claim required under the Plan may be made from the proceeds of the refinancing or sale of the various properties. The claims and interests, and the treatment thereof, under the Plan consist of the following: A. Administrative Claims: To be paid at confirmation, in the ordinary course of business or by agreement. B. Tax Claims - None. C. Class 1 (Lenders) - Payments of principal and interest on secured debt at non-default rate of interest, pursuant to existing loan documentation, or as modified or renewed by agreement. D. Class 2 (Real Estate Tax Claims) - Monthly payments of principal and interest to redeem tax sales on or before each redemption date. E. Class 3 (Security Deposits) - Paid in the ordinary course of business. F. Class 4 (Allowed General Secured Claims) - 10% of Allowed Claims over 60 months with no interest. G. Class 5 (Shareholders) - Shareholders will retain their ownership interest. The Debtor will be the disbursing agent charged with making the payments required under the Plan to the holders of Allowed Claims. Management of the Debtor will remain unchanged after Confirmation. A copy of the Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?7667 About Forever Construction Waukegan, Illinois-based Forever Construction, Inc., is the owner and operator of several multi-tenant residential properties located in or near Waukegan, Illinois. The Debtor filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its restructuring effort. The Debtor tapped Jon P. Morgan of InTerra Realty as its real estate sales agent. The Debtor estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. No creditors committee has been appointed in the case. FOREVER CONSTRUCTION: Plan Exclusivity Extended to Aug. 19 ---------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois orders that the time within which Forever Construction, Inc., has to solicit acceptances of its plan of reorganization is extended to and including Aug. 19, 2011. Although the certain parcels of real estate would be surrendered to various mortgagees, the Debtor's principal had discussions with bank personnel who indicated that some of the loans could be modified. Therefore, certain changes to the plan and disclosure statement was made that necessitated the delay in filing the disclosure statement and plan. About Forever Construction Waukegan, Illinois-based Forever Construction, Inc., is the owner and operator of several multi-tenant residential properties located in or near Waukegan, Illinois. The Debtor filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its restructuring effort. The Debtor tapped Jon P. Morgan of InTerra Realty as its real estate sales agent. The Debtor estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. No creditors committee has been appointed in the case. FPD LLC: Court OKs Taylor Properties as Exclusive Listing Agent --------------------------------------------------------------- The U.S. Bankruptcy Court for the District Of Maryland has approved FPD, LLC's application to (a) employ Taylor Properties as exclusive listing agent for lots numbered 7, 10, and 11 in the Estates at Aisquith Farm located in Davidsonville, Maryland, and (b) pay the commission to Taylor Properties for the sale of lot number 11 in the Estates at Aisquith Farm which sale closed on May 10, 2011; and upon consideration of the Application and the Colandrea Declaration. About FPD, LLC Prince Frederick, Maryland-based FPD, LLC, is a land development company formed to acquire and develop property in Calvert County, Maryland. FPD owns a community known as Oaktree Landing in Prince Frederick, Maryland. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010. G. David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in Baltimore, assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $1 million to $10 million. Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings & Rosenberg, LLP, in Baltimore, represent the official committee of unsecured creditors. Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437), Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC (Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr. D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in September 2010. Acorn Land, Breezewood Homes, and MD Homes estimated their assets and debts at $1 million to $10 million each. First Development estimated its assets and debts at $10 million to $50 million. The Debtors' bankruptcy cases are jointly administered. As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of the U.S. Bankruptcy Court for the District of Maryland extended FPD, LLC, et al.'s exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until April 4, 2011, and May 31, respectively. FRANK PARSONS: Court OKs American Auction as Appraiser ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has approved Frank Parsons, Inc.'s application to hire American Auction & Appraisals Inc. to appraise certain industrial and warehouse equipment owned by the Debtor. According to the Debtor, the firm's retention and employment is necessary and appropriate. The Debtor is seeking to resolve Anne Arundel County's security interests and liens as part of the sale process and believes that it is critical to understand the value of certain furniture, fixtures and equipment to determine whether a resolution is possible. The Debtor owes Anne Arundel County $106,000 for the money loaned to purchase the equipment and furniture. The firm will be paid a fee not to exceed $2,000. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Frank Parsons Headquartered in Hanover, Maryland, Frank Parsons, Inc. -- http://www.frankparsons.com/-- aka Frank Parsons Paper Company Inc., was the largest employee-owned, business products, technology, and office supplies company in the United States, offering more than 180,000 products from companies such as Avery, Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more. Frank Parsons is an approved contractor on the GSA Schedule and an authorized AbilityOne Distributor. The company holds several environmental certifications, including FSC, SFI, and PEFC. Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 11-10338) on Jan. 6, 2011. The Debtor estimated its assets and debts at $10 million to $50 million. Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, serve as the Debtor's bankruptcy counsel. The Debtor has also tapped SSG Capital as an investment banker to explore strategic options. WeinsweigAdvisors LLC is the financial advisor to the Debtor. Delaware Claims Agency, LLC, is the claims and noticing agent. Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Official Committee of Unsecured Creditors formed in the Chapter 11 case. FRANK'S AFFORDABLE: Files for Chapter 7 Bankruptcy Protection ------------------------------------------------------------- New Hampshire Business Review notes that Frank's Affordable Dreams LLC filed for Chapter 7 protection in New Hampshire, listing assets of $128,990 and liabilities of $202,729. GAS CITY: Parent to Sell Vacant Land in Indiana and Illinois ------------------------------------------------------------ The William J. McEnery Revocable Trust Dated 4/22/ 1993 asks the U.S. Bankruptcy Court for the Northern District of Illinois for entry of orders authorizing the sale of vacant land and approving bidding procedures in connection with the sale of vacant land. Daniel A. Zazove, Esq., at Perkins Coie LLP, relates that the Trust owns a several parcels of vacant unimproved land in Illinois and Indiana. The Vacant Property is encumbered by mortgages held by a variety banks. According to Mr. Zazove, the Trust unsuccessfully marketed some, but not all, of the vacant property for sale to third-party buyers. After consultation with the Lenders, the Trust has determined that the greatest return for the estate on the Vacant Property is likely to result from a Section 363 sale. Because the Trust was unable to sell the vacant property prepetition, Mr. Zazove believes that the Trust may not be able to find qualified bidders for all of the Vacant Property. To prevent an "empty" sale, the Trust has required minimum credit bids from the Lenders and, if no other qualified bids are received, the Trust will transfer the vacant property to the Lenders pursuant to the Credit Bids. If the Trust transfers any parcel of the Vacant Property to the Lenders or their designees, that transfer will be on an as is basis by Quit Claim Deed. The Trust will perform no additional diligence on the sale and will provide no title commitments or other closing documents. Any Lender which takes title to Vacant Propel1y will take title subject to Real Estate Taxes and all other prior encumbrances. If the Trust transfers any parcel of the Vacant Property to a third party cash buyer, the Trust reserves the right to reserve funds and seek to surcharge the proceeds of that sale for any reasonable diligence or reasonable closing costs related to the sale. Real Estate Taxes and other encumbrances will be paid from sale proceeds. About Gas City Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort, Illinois, is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, the William J. McEnery Revocable Trust dated Apr. 22, 1993, filed a separate Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895). Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter, Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in Chicago, represent the Debtors. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. Gas City disclosed $66,307,812 in assets and $209,577,690 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co- counsel and Mesirow Financial Consulting, LLC, as financial advisors. GAS CITY: Standard Bank Seeks Execution of McEnery Deeds -------------------------------------------------------- Standard Bank and Trust Company asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to authorize William J. McEnery, as trustee of The William J. McEnery Revocable Trust Dated 4/22/1993, and William J. McEnery, individually, to execute the agreed upon deeds in lieu of foreclosure of certain parcels of improved real property owned by The McEnery Trust. On February 18, 2011, Standard Bank, who extended a prepetition loan totaling $8,740,000 to McEnery, filed a motion for relief from the automatic stay as to: -- the McEnery Residence located at 13015 W. 151st Street, in Homer Glen, Illinois; -- the Boca Raton Condominium located at 350 S. Ocean Blvd., Unit 4C, in Boca Raton, Florida; and -- Bell Valley Farm located on the South Side of 151st Street, west of Bell Road, in Homer Glen, Illinois. On March 1, 2011, the Court granting Standard Bank's motion. Subsequent to the Court granting relief from the automatic stay, Standard Bank and The McEnery Trust agreed to terms for the disposition and turnover of the Properties from The McEnery Trust to Standard Bank pursuant to two deeds in lieu of foreclosure to be executed by McEnery, as trustee of The McEnery Trust, and McEnery, individually. The first deed in lieu of foreclosure, and accompanying documents, would transfer title of the McEnery Residence and Bell Valley Farm to Standard Bank. The second deed in lieu of foreclosure, and accompanying documents, would transfer title of the Boca Raton Condominium to Standard Bank. Pursuant to the terms of the agreement between The McEnery Trust and Standard Bank, the Deeds in Lieu would be executed and the Properties would be transferred to Standard Bank on or before June 30, 2011. Since the filing of its involuntary case on June 21, 2011, The McEnery Trust has expressed concern regarding the execution of the Deeds in Lieu on the belief that McEnery cannot execute the Deeds in Lieu while subject to an involuntary proceeding. Standard Bank does not believe that the Insolvency Case affects the ability of McEnery to execute the Deeds in Lieu, individually or in his capacity as trustee for The McEnery Trust. Standard Bank is represented by: Barry A. Chatz (06196639) Kevin H. Morse (06297244) ARNSTEIN & LEHR LLP 120 South Riverside Plaza, Suite 1200 Chicago, IL 60606 Phone: (312) 876-7100 About Gas City Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort, Illinois, is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, the William J. McEnery Revocable Trust dated Apr. 22, 1993, filed a separate Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895). Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter, Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in Chicago, represent the Debtors. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. Gas City disclosed $66,307,812 in assets and $209,577,690 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co- counsel and Mesirow Financial Consulting, LLC, as financial advisors. GENERAL MOTORS: Three Former Facilities Sold in Ohio and Michigan ----------------------------------------------------------------- Three former General Motors Corp. properties in Ohio and Michigan have been sold in separate transactions, with each of the purchasers planning to redevelop the sites to bring new jobs and economic opportunities to their respective communities. The properties were sold by The RACER Trust, created in March by a U.S. Bankruptcy Court to clean up, redevelop and sell 89 former GM facilities in 14 states. "The mission of The RACER Trust is to help revitalize America's auto communities by bringing new jobs and economic opportunity," said Elliott P. Laws, the court-appointed trustee of The RACER Trust. RACER stands for Revitalizing Auto Communities Environmental Response. The properties are located in Parma and Moraine, Ohio, and Wyoming, Mich. "The sale of these properties creates a tremendous opportunity for economic growth in these communities," said Bruce Rasher, redevelopment manager of The RACER Trust. In Parma, Ohio, a former GM transmission plant was sold to an Ohio-based development firm, 54 Chevy LLC (a reference to the property's address at 5400 Chevrolet Boulevard). 54 Chevy LLC plans to market the existing 527,000-square foot building, and redevelop the 60-acre facility to attract "green" manufacturing jobs to the community. RACER sold a separate six-acre tract to the City of Parma for construction of a stormwater retention pond, infrastructure that was necessary to facilitate the sale. In Moraine, Ohio, a former GM assembly plant site of approximately 400 acres was sold to Industrial Realty Group (IRG), a Downey, Calif.,-based development firm. IRG renamed the property Progress Park, and has plans to divide the property, which includes a 4- million-square-foot facility, among multiple tenants that would employ up to 2,000 people. In Wyoming, Mich., developer Lormax Stern purchased the 88-acre former GM Grand Rapids Stamping Plant. The West Bloomfield, Mich., firm in turn provided the property to the City of Wyoming for a token $1 as part of a public-private partnership arrangement between the city and the developer. The existing 2.6-million- square-foot facility will be torn down, and the property will be marketed for redevelopment through The Right Place Program, Inc., a non-profit economic development organization based in Grand Rapids. RACER worked closely with elected officials and community leaders in each city. Parma Mayor Dean DePiero said, "We are thrilled that this property has transferred, and we are looking forward to continuing the partnership with 54 Chevy to bring more jobs into Parma." In Moraine, City Manager Dave Hicks said, "The city is delighted the sale is complete. IRG is a well-known company with a strong history of success in redeveloping sites, and we expect they will be equally successful here. We are looking forward to the re-use of this property." That sentiment was echoed in Wyoming, Mich., where City Manager Curtis Holt said, "We thank the RACER Trust for partnering with us to get this deal done. We believe it is a highly attractive site for redevelopment. Our focus from the beginning has been to put people who lost jobs when the stamping plant closed back to work, and the redevelopment of this site will help to accomplish that goal." "The fantastic cooperation that we have seen from elected officials and community leaders has been critical," Mr. Rasher said. "Our goal in marketing each of the former GM properties is to help local communities achieve their vision of new economic development." The RACER Trust was established by a U.S. Bankruptcy Court to conduct environmental cleanups, repurpose and sell 89 industrial plants and other properties left behind in GM's 2009 bankruptcy. The properties are located in 14 states, mainly in the Midwest and Northeast. The Trust was established through a settlement agreement among the federal government, the 14 states and the St. Regis Mohawk Tribe, which owns land adjoining one of the sites in Upstate New York. The settlement agreement that created The RACER Trust allocated nearly $769 million in funding and property to pay for environmental remediation projects and management of the properties, including taxes, maintenance, security, insurance and other necessary expenses. Proceeds from sales help cover ongoing expenses related to owning, maintaining, securing and marketing each of the remaining properties. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. GENEVA MULTI-FAMILY: Mansfield Apartment Project Files Chapter 11 ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Geneva Multi-Family Exchange XIV LLC, the owner of the 336-unit Falls at Towne Crossing apartment project in Mansfield, Texas, filed for Chapter 11 protection (Bankr. D. Minn. Case No. 11-44562) on July 5, 2011. Assets are $25.5 million while debt totals $24.3 million, according to the petition, a so- called bare-bones filing with no papers submitted to the court initially other than the petition and a list of creditors. GENEVA MULTI-FAMILY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Geneva Multi-Family Exchange XIV, LLC aka The Falls at Towne Crossing c/o Exchange Realty Inc. 527 Marquette Avenue South, Suite 820 Minneapolis, MN 55402 Bankruptcy Case No.: 11-44562 Chapter 11 Petition Date: July 5, 2011 Court: U.S. Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D O'Brien Debtor's Counsel: Michael L. Meyer, Esq. RAVICH MEYER KIRKMAN MCGRATH NAUMAN 4545 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: (612) 317-4745 E-mail: mlmeyer@ravichmeyer.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliate that also sought Chapter 11 protection: Petition Debtor Date Case No. ------ ---- -------- The Falls at Towne Crossing, LLC 7/05/11 11-44563 The petitions were signed by Duane H. Lund, chief manager. Geneva Multi-Family's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Direct Energy Goods and Services $5,101 909 Lake Carolyn Parkway, Suite 1100 Irving, TX 75039-3810 Redi Carpet Goods and Services $4,364 P.O. Box 971442 Dallas, TX 75397 Earthworks Inc. Goods and Services $3,045 P.O. Box 419 Lillian, TX 76061 Schaecher, Cynthia Goods and Services $3,001 Republic Service Goods and Services $2,077 Morgan, Michelle Goods and Services $1,500 TLC Carpet Cleaning Inc. Goods and Services $1,385 TNT Painting Inc. Goods and Services $1,317 Western States Fire Protection Goods and Services $1,045 Dominguez, Leonardo Security Deposit $1,000 Umovefree Apartment Locators Goods and Services $928 Coyne, Martin Security Deposit $925 Lavetas Maid Service Inc. Goods and Services $882 Jackson, Isaac Security Deposit $829 Lexisnexis Screening Goods and Services $789 Robinson, Arynne Security Deposit $750 Austin, Gary Security Deposit $725 Khomejani, Ebrahim Security Deposit $715 Kim, Layoun Security Deposit $715 Shuman, Ostin Security Deposit $705 GIORDANO'S ENTERPRISES: Arizona Activist Arrested ------------------------------------------------- Dow Jones' DBR Small Cap reports that Fringe activist Marshall Home, who has filed a series of court filings to try to take over the bankruptcy case of Chicago pizza chain Giordano's, was put behind bars on Friday. About Giordano's Enterprises Chicago, Illinois-based Giordano's Enterprises, Inc., was founded in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren and Joseph Boglio. In 1988, John and Eva Apostolou purchased control of Giordano's. Although this casual dining eatery offers a broad array of fine Italian cuisine, it is primarily know for its "Chicago's World Famous Stuffed Pizza". At present, Giordano's operates six company owned stores in Chicagoland, four joint venture stores, and thirty-five franchisee locations. In addition, Giordano's operates Americana Foods, Inc., located in Mount Prospect, Illinois, that serves as the commissary for the majority of food products purchased by the Illinois locations. An affiliated real estate holding company, Randolph Partners, LP, owns 12 restaurant buildings that are leased to four of the company-owned locations, two of the joint venture locations and six of the franchisee locations. The other 33 locations are leased from third party landlords; two for the Giordano's locations, two for the joint venture locations and 29 for the franchise locations. Giordano's is the lessee and subleases the restaurant facility for 22 of the 29 franchise third party leases. JBA Equipment Finance, Inc, another affiliated entity, leases restaurant equipment packages to eight franchisee locations. Giordano's Enterprises and 26 affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on Feb. 16, 2011. Six additional affiliates filed for Chapter 11 protection on Feb. 17, 2011. Michael L. Gesas, Esq., David A. Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at Arnstein & Lehr, LLP, in Chicago, serve as the Debtors' bankruptcy counsel. Giordano's Enterprises disclosed $59,387 in assets and $45,538,574 in liabilities as of the Chapter 11 filing. Certain of the Debtors owe Fifth Third Bank not than $13,560,662, pursuant to loans and financial accommodations, and $31,927,998 under a business loan as of the Petition Date. Fifth Third has agreed to provide DIP financing of up to $35,983,563 to the Debtors. Philip V. Martino is the duly appointed Chapter 11 trustee in the Debtors' bankruptcy cases at the behest of the U.S. Trustee. Mr. Martino filed a $3,000,000 bond. GOLDEN CHAIN: Stephen Cummings Okayed as Attys. for Nevada Assets ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has approved Golden Chain, Inc.'s application to employ the law firm of Stephen Cummings, Law Offices of Stephen Cummings, as its special litigation counsel. The firm will represent the Debtor to address issues, including those related to the Debtor's assets located in Nevada. San Jacinto, California-based Golden Chain, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11- 10793) on Jan. 10, 2011. In its schedules, the Debtor disclosed $10,539,890 in assets and $412,048 in liabilities as of the petition date. HAWAII MEDICAL: U.S. Trustee Names 5-Member Creditors' Panel ------------------------------------------------------------ Tiffany L. Carroll, Acting United States Trustee for Region 15, appointed five members to the Official Committee of Unsecured Creditors in the bankruptcy case of Hawaii Medical Center: (1) Salim Hasham #4003 1650 Ala Moana Blvd. Honolulu, HI 96815 c/o Salim Hasham Tel: (808) 620-8908 Fax: na E-mail: Salim.Hasham@h-s-i.org (2) Clinical Laboratories of HI, LLP Suite 300, 91-2153 Fort Weaver Road Ewa Beach, HI 96706 c/o Ally Park Tel: (808) 679-4235 Fax: (808) 679-4230 E-mail: ally.park@hawaiilabs.com (3) Sodexo America LLC Suite 620, 10500 Little Patexent Parkway Columbia, MD 21044 c/o Doug Cable Tel: (410) 292-3195 Fax: (410) 715-1694 E-mail: doug.cable@sodexo.com (4) Legacy of Life Hawaii Suite 810, 405 N. Kuakini St. Honolulu, HI 96817 c/o Stephen Kula Tel: (808) 599-7630 Fax: (808) 599-7631 E-mail: skula@legacyoflifehawaii.org (5) McKesson Corp. 3775 Seaport Blvd. West Sacramento, CA 95691 c/o Pamela Craik Tel: (916) 373-5222 Fax: (916) 373-5268 E-mail: pamela.craik@mckesson.com Curtis Ching is the Assistant United States Trustee. He may be reached at: 1132 Bishop St., Suite 602 Honolulu, HI 96813 Telephone: (808) 522-8150 Facsimile: (808) 522-8186 E-mail: ustpregion15.hi.ecf@usdoj.gov About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746), just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. Lawyers at Moseley Biehl Tsugawa Lau & Muzzi, and McDonald Hopkins LLC serve as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America, LLC, discontinued management of the reorganized Debtors. MidCap Financial, LLC, is owed $46.86 million for exit financing provided in the previous Chapter 11 case. The Debtors have been in default under the MidCap loan since December 2010. St. Francis Medical Center is owed $39.18 million for a term loan provided in August 2010. Creditors with allowed unsecured claims pursuant to the 2010 Chapter 11 plan have not yet received payment -- first installment would have been June 30 -- and are owed $19 million. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. HAWAII MEDICAL: Sec. 341 Creditors' Meeting Set for July 25 ----------------------------------------------------------- The United States Trustee for Region 15 in Honolulu will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy case of Hawaii Medical Center on July 25, 2011, at 2:00 p.m. US Trustee Hearing Room, 1132 Bishop Street, Suite 606, in Honolulu. About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746), just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. Lawyers at Moseley Biehl Tsugawa Lau & Muzzi, and McDonald Hopkins LLC serve as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America, LLC, discontinued management of the reorganized Debtors. MidCap Financial, LLC, is owed $46.86 million for exit financing provided in the previous Chapter 11 case. The Debtors have been in default under the MidCap loan since December 2010. St. Francis Medical Center is owed $39.18 million for a term loan provided in August 2010. Creditors with allowed unsecured claims pursuant to the 2010 Chapter 11 plan have not yet received payment -- first installment would have been June 30 -- and are owed $19 million. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. HAWAII MEDICAL: Local Co-counsel Waives $28,313 in Unpaid Fees -------------------------------------------------------------- Moseley Biehl Tsugawa Lau & Muzzi, local co-counsel to Hawaii Medical Center, won't seek payment of the $28,313 in fees and expenses incurred in the Debtors' prior Chapter 11 cases. Moseley represented the Debtors in their previous bankruptcy, In re CHA Hawaii LLC et al., Bk No. 08-01369. During the 12 months prior to the filing of the present Chapter 11 cases, the Debtors paid the firm $255,721 for legal services rendered and expenses incurred. The firm also received a $25,000 retainer. As of June 21, 2011, $13,392 of the retainer remains unapplied. According to the Debtors, the $28,313 balance is net of payment received by Moseley on June 10, 2011, from St. Francis Healthcare System. The funds used by St. Francis did not come from the Debtors. On June 23, Judge Robert J. Faris granted Hawaii Medical Center and its debtor-affiliates interim authority to employ Moseley. Judge Faris will convene a final hearing on July 11 to consider Moseley's employment. The Debtors said Moseley is a disinterested person as that term is defined in Sec. 101(14) of the Bankruptcy Code and does not have an interest materially adverse to the interest of the Debtors' estate or of any class of creditors or equity security holders. About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746), just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. McDonald Hopkins LLC serves as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America, LLC, discontinued management of the reorganized Debtors. MidCap Financial, LLC, is owed $46.86 million for exit financing provided in the previous Chapter 11 case. The Debtors have been in default under the MidCap loan since December 2010. St. Francis Medical Center is owed $39.18 million for a term loan provided in August 2010. Creditors with allowed unsecured claims pursuant to the 2010 Chapter 11 plan have not yet received payment -- first installment would have been June 30 -- and are owed $19 million. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. HOSPITAL DAMAS: Court Approves Settlement with Puerto Hospital -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico has approved Hospital Damas Inc.'s settlement agreement/stipulation with Puerto Hospital Supply, Inc. The Debtor and PRHS have agreed to settle and compromise issues between them under terms and conditions including, among other things: A. the Debtor and PRHS concur that the total amount owing by Debtor to PRHS for the prepetition purchase of services and supplies totals $673,437. B. the Debtor desires to assume and renew these executory contracts with PRHS: i) the X-ray and related products and services contract executed on April 10, 2010, and valid through April 9, 2013; ii) the "atados" Customed Packs contract executed on May 1, 2009, and valid through April 30, 2012; and iii) the Ethicon Sut/ethicon and ethicon endo contract executed on June 1, 2008, and valid through May 31, 2011, which is renewed pursuant to its terms; iv) the case cart cardiovascular surgery, materials and services contract originally executed on Sept. 1, 2007, and valid through Aug. 31, 2010, but which the parties by their conduct and dealings have effectively extended; v) the 3M contract for medical surgical supplies and services, executed on July 8, 2008, and valid through June 30, 2009, but which the parties by their conduct and dealings have effectively extended from year to year. C. the Debtor agrees to pay PRHS the amount of $356,000 to cure all prepetition amounts owing to PRHS under the five executory contracts. A full-text copy of the settlement agreement is available for free at http://bankrupt.com/misc/HOSPITALDAMAS_settlementagreement.pdf About Hospital Damas, Inc. Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on Sept. 24, 2010. Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy counsel. Silva CPA Group serves as its financial advisor. Enrique Peral Law Offices, P.S.C., as special counsel. FPV & Galindez PSC to will assist in processing and preparing statistical data required for the preparation of the Medicare cost report. In October 2010, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Todd C. Meyers, Esq., and Colin M. Bernardino, Esq., at Kilpatrick Stockton LLP, represents the Committee as legal counsel, and Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves the Committee as local counsel. In its schedules, the Debtor disclosed $24,017,166 in total assets and $21,267,263 in total liabilities as of the Petition Date. JACKSON ENERGY: Files for Chapter 7 Bankruptcy Protection --------------------------------------------------------- New Hampshire Business Review notes that Jackson Energy LLC filed for Chapter 7 protection in New Hampshire in June, disclosing assets of $84,559, and liabilities of $290,160. JACKSON HEWITT: Texas Tax Men Object to Chapter 11 Plan ------------------------------------------------------- Pete Brush at Bankruptcy Law360 reports that dozens of Texas counties, cities and other entities holding claims for delinquent property taxes on Friday objected to Jackson Hewitt Tax Service Inc.'s proposed reorganization in Delaware, claiming it doesn't provide for statutory interest on tax liens. The taxes are secured by liens on the real property of the debtors, which have offices across the U.S., the objectors argue, according to Law360. About Jackson Hewitt Jackson Hewitt Tax Service Inc. (NYSE: JTX) -- http://www.jacksonhewitt.com/-- provides computerized preparation of federal, state and local individual income tax returns in the United States through a nationwide network of franchised and company-owned offices operating under the brand name Jackson Hewitt Tax Service(R). The Company provides its customers with convenient, fast and quality tax return preparation services and electronic filing. In connection with their tax return preparation experience, the Company's customers may select various financial products to suit their needs, including refund anticipation loans -- RALs -- in the offices where such financial products are available. Jackson Hewitt is the second largest paid tax return preparer in the United States, having prepared approximately 2.6 million tax returns for the 2011 tax season, which is between 3% and 4% of the total market for paid tax return preparation services. Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011. Judge Mary F. Walrath presides over the case. Skadden, Arps, Slate, Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel. Alvarez & Marsal North America, LLC, serves as their financial advisor. Moelis & Company LLC acts as investment banker. The Garden City Group, Inc., serves as the Debtors' Claims and Noticing Agent. The Debtors also tapped Deloitte & Touche to serve as tax advisors and Kekst & Company to serve as communications advisors. LEHMAN BROTHERS: Has Stipulations Resolving License Deals Disputes ------------------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors, SAP America, Inc., successor-in-interest to Business Objects Americas, Aurora Bank FSB, formerly known as Lehman Brothers Bank FSB, Aurora Loan Services LLC, Neuberger Berman Group, LLC, James W. Giddens, the appointed trustee under the Securities Investor Protection Act of 1970 for the administration of Lehman Brothers Inc., and Barclays Capital Inc. entered into a stipulation and order, dated June 13, 2011, with respect to certain contracts. On September 16, 2008, LBHI, LB 745 LLC, LBI, and Barclays, as purchaser, entered into an asset purchase agreement for the purchase and sale of certain assets. The Court approved the Asset Purchase Agreement, and also authorized the SIPA Trustee to consummate the sale transaction on behalf of LBI. The Asset Purchase Agreement provided that certain contracts related to the assets purchased by Barclays could be designated as Purchased Assets. The Debtors and the Purchaser identified the Related Contracts for assumption and assignment to the Purchaser as of September 22, 2008, and posted those Related Contracts in schedules on Epiq Bankruptcy Solutions LLC's Web site at http://chapter11.epiqsystems.com/lehman/ Lehman Brothers Limited and Business Objects (UK) Limited entered into an agreement for the license of certain software under the Master Software License and Services Agreement effective August 1, 1996. In December 2002, an addendum to the 1996 License Agreement was entered into, whereby the use of the licensed software under the 1996 License Agreement was transferred from LBL to LBI. The 1996 License Agreement was included among the Related Contracts on the Closing Date Schedules posted on the Epiq Web site. LBHI subsequently entered into an agreement with BOA for the license of certain software effective as of December 31, 2008, and LBHI, Aurora and Neuberger each entered into certain order schedules under the 2008 License Agreement effective December 31, 2008. Neuberger also entered into an agreement with BOA for the license of certain software effective as of June 5, 2009. SAP, as successor-in-interest to BOA, acquired all right and interest in the License Agreements. BOA notified the Purchaser that it objected to the assumption and assignment of the 1996 License Agreement, asserting that it is not assignable without BOA's consent and that BOA did not consent to the assignment. To resolve the BOA Objection, the Purchaser and BOA agreed that the 1996 License Agreement was not assigned to Purchaser and no cure payments were made by Purchaser or any other party to BOA. Various disputes have arisen between SAP, the Debtors, Aurora and Neuberger with respect to the timing and basis of the 2008 License Agreement and the 2009 License Agreement. Accordingly, under their Stipulation, the Parties agree that, among other things: -- notwithstanding any prior Court order to the contrary, or any Closing Date Schedule or any notice given by the Purchaser, the Debtors, LBI or the SIPA Trustee, the 1996 License Agreement has not been assumed and assigned to the Purchaser, and was not purchased by the Purchaser; -- the inclusion of the 1996 License Agreement on the Closing Date Schedules and any notice will not give rise to any administrative expense claim or damage claim against any of the Debtors, LBI or their estates, or any obligation or liability of Barclays with respect to the 1996 License Agreement; -- the 1996 License Agreement is rejected by the SIPA Trustee effective immediately; -- SAP agrees not to assert and waives all rights to assert any rejection damages claims arising from the rejection of the 1996 License Agreement against LBI, the Debtors, and their estates; -- the SIPA Trustee and SAP agree that the 1996 License Agreement, including any remaining right to use any of the software licensed thereunder by LBI, the Debtors, Neuberger, Aurora, or their affiliates is terminated in its entirety; -- upon Court approval of the Stipulation, among other things, SAP will transfer the software licensed under the Neuberger Order Schedule to the 2008 License Agreement to the 2009 License Agreement; and -- within 14 business days of the Stipulation's Court approval, SAP will remit these payments to the recipients in accordance with wire instructions to be provided to SAP by the recipients: * $83,745 to LBHI; * $448,387 to Aurora; and * $496,552 to Neuberger. 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: Court OKs $25.6-Mil. Payment to Sumitomo --------------------------------------------------------- Bankruptcy Judge James Peck approved the stipulation among Lehman Brothers Holdings Inc., Lehman Commercial Paper Inc. and Sumitomo Mitsui Banking Corporation to resolve certain issues relating to SBMC's prepetition loans to LBHI. Among other things, the stipulation provides that the Debtors will be authorized to pay SMBC $25,565,722, plus interest accrued thereon for the period from May 31, 2011, through the Payment Date, in full payment, settlement and satisfaction of all amounts due to SMBC under the Loan Agreement. 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: Court OKs SunCal Use of Cash Collateral -------------------------------------------------------- Lehman Commercial Paper Inc. and SunCal entities obtained approval from Judge James Peck of the United States Bankruptcy Court for the Southern District of New York of a stipulation modifying the automatic stay to the extent it applies to them. The SunCal Debtors are composed of Palmdale Hills Property LLC, Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC. They have Chapter 11 cases pending in the United States Bankruptcy Court for the Central District of California. The Lehman Entities, as lenders, and as agents for all lenders under applicable loan documents, assert secured claims against the SunCal Debtors that approximate $2.3 billion, and include within the scope of the pledged collateral certain real and personal property owned by the SunCal Debtors. Certain of the SunCal Debtors maintain bank accounts containing cash or cash equivalents, which the Lehman Entities assert are subject to perfected liens and therefore constitute the Lehman Entities' "cash collateral" under Section 363 of the Bankruptcy Code. The SunCal Debtors dispute that contention, and assert that the cash and cash equivalents -- the "Alleged Unencumbered Cash" -- are not subject to perfected liens of the Lehman Entities, and therefore, do not constitute "cash collateral" under Section 363. The Parties have negotiated and filed a stipulation with the California Bankruptcy Court relating to the issue. Under the California Stipulation, the Lehman Entities consent to the use by each SunCal of the Alleged Unencumbered Cash held by each of the SunCal Debtor. The Parties also agreed that repayment of the Alleged Unencumbered Cash funding amount as administrative expense claims under certain circumstances. In the New York Stipulation, the Parties agree that the automatic stay pursuant to Section 362 of the Bankruptcy Code is modified solely to permit LCPI to enter into the California Stipulation and undertake any actions contemplated to be taken by LCPI in connection therewith, provided that nothing in the New York Stipulation will require any party to enter into the California Stipulation. Except as provided in the New York Stipulation, and to the extent the automatic stay applies, the provisions of Section 362(a), including those provisions prohibiting any act to collect, assess, or recover a claim that arose prepetition from LCPI's bankruptcy estate and assets or property of LCPI will remain in full force and effect. Notwithstanding anything to the contrary, the New York Stipulation is without prejudice to, and does not constitute a waiver of, any rights, claims or privileges of the Parties with respect to any issues that are not expressly addressed in the New York Stipulation. Specifically, and for the avoidance of doubt, the Parties reserve all rights in connection with the Alleged Unencumbered Cash, and all aspects of pending litigation among the Parties, including any matters involving equitable subordination or substantive consolidation. 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: Verifone Note Hedge Deal Rejection Okayed ---------------------------------------------------------- Bankruptcy Judge James Peck approved the stipulation between Lehman Brothers OTC Derivatives Inc. and VeriFone Systems, Inc., regarding rejection of a derivative contract and allowance of rejection damages claim. LOTC and VeriFone are parties to a convertible note hedge transaction, pursuant to which LOTC agreed to deliver VeriFone shares to VeriFone in exchange for a premium paid to LOTC on the effective date of the Convertible Note Hedge Transaction. Lehman Brothers Holdings Inc. acted as credit support provider for LOTC's obligations under the transaction. They are also parties to a warrant transaction, pursuant to which VeriFone agreed to deliver VeriFone shares to LOTC in exchange for a premium paid to VeriFone on the effective date of the Warrant Transaction. The Parties agree that the Warrant Transaction has not been terminated. LOTC intends to assign its rights and obligations under the Warrant Transaction to a third-party for a one-time cash payment to LOTC. VeriFone objects to LOTC's attempted assignment of the Warrant Transaction. The termination of the Convertible Note Hedge Transaction is also disputed by the Parties. To compromise their differences, the Parties agree to resolve their disagreements and avoid litigation pursuant to the terms and conditions of their Stipulation, the key terms of which are: (a) The Convertible Note Hedge Transaction is rejected by LOTC pursuant to Section 365(a) of the Bankruptcy Code; (b) Subject to VeriFone's certain agreement and the consummation of a transaction for the assignment of LOTC's interest in the Warrant Transaction, VeriFone will have an allowed unsubordinated non-priority general unsecured claim against LOTC only for $9,000,000, in full and complete satisfaction of all claims of VeriFone against the Debtors, including LBHI, in respect of the Convertible Note Hedge Transaction. The treatment of the Allowed Claim will be subject to the terms of a confirmed plan in the Debtors' Chapter 11 Cases or otherwise under the Bankruptcy Code; (c) VeriFone agrees not to assert any objection to LOTC's assignment of the Warrant Transaction to an assignee of LOTC's choosing and to consent to and execute a novation agreement documenting the assignment on the same economic terms as the Warrant Transaction immediately upon request of LOTC. The Parties further agree that the assignment of the Warrant Transaction may be completed in accordance with and subject to the terms of the order approving consensual assumption and assignment of prepetition derivative contracts, entered on January 28, 2009; (d) Upon the consummation of an assignment transaction for LOTC's interest in the Warrant Transaction, VeriFone will file a proof of claim against LOTC consistent with the terms of the Stipulation, which will be deemed timely allowed and no longer subject to objection by the Debtors, their successors or assigns or any party acting on behalf of the Debtors; (e) Upon the allowance of the Proof of Claim, each Party generally releases, discharges and acquits each other from all manners of action and claims whatsoever, other than the rights and obligations of the Parties set forth under the Stipulation. The Parties, however, are not releasing their rights, claims and defenses with respect to the Warrant Transaction; and (f) The Debtors' and Verifone's obligations under the Stipulation are subject to the Court's approval and the consummation of an assignment transaction for LOTC's interest in the Warrant Transaction, in each case, on or prior to July 29, 2011, or at a later date as may be mutually agreed to by the Parties. In the event that the Court does not approve the Stipulation or an assignment transaction for LOTC's interest in the Warrant Transaction has not been consummated by July 29 or at an agreed date, the Stipulation will be null and void and of no force and effect, it will not have any res judicata or collateral estoppel effect against the Parties, and each of the Parties' interests, rights, remedies and defenses will be restored without prejudice as if the Stipulation had never been executed. 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 CONDOMONIUM: Court Dismisses Chapter 11 Case -------------------------------------------------- Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York dismissed the Chapter 11 case of The Lenox Condominium, LLC on June 30, 2011. The Debtor and Capital One National Association entered into a global settlement resolving the dispute between the parties and allowing for the orderly sale of the Debtor's property. For the stipulation to be effective, the Court must dismiss the Chapter 11 case. Among other things, the Debtor and Capital One agreed that the amount of Capital One's secured loan will be fixed at $10,700,000 plus interest thereon, a time schedule for Debtor to sell its Property, subject to certain minimum sale/release prices over two years, as well as other related relief. This proposal also includes monies to be earmarked for the Debtor to use to fund its operations and repay its creditors in the normal course of its business. The Debtor believes that further expenditure of resources in an attempt to confirm a Chapter 11 plan may be futile, and simply serve to dissipate the Debtor's funds. Given the extent of administrative claims of the Debtor's professionals, the liens of Capital One, and absent the settlement, there are no free assets available in this case to justify conversion, Robert M. Sasloff, Esq., at Robinson Brog Leinwand Greene Genovese Gluck. P.C., in New York, counsel to the Debtor told the Court. About The Lenox Condominium New York-based The Lenox Condominium LLC is in the real estate development business. It currently is the owner of 18 condominium units in a 77-unit, 12-story, full-service luxury condominium located on Lenox Avenue between 129th Street and 130th Street, in New York, New York. The Debtor's sole member is Uptown Partners LLC, but its day-to-day affairs are managed by its president, Lewis Futterman. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11391) on March 17, 2010. Adam Greene, Esq., Robert R. Leinwand, Esq., and Robert M. Sasloff, Esq., at Robinson Brog Leinwand Greene Genovese Gluck. P.C., in New York, represent the Debtor. The Company estimated assets and debts at $10 million to $50 million. The Court dismissed the Debtor's Chapter 11 case on June 30, 2011. LEVEL 3: Offers to Exchange $605.21-Mil. of 11.875% Senior Notes ---------------------------------------------------------------- Level 3 Communications, Inc., filed with the U.S. Securities and Exchange Commission a Form S-4 registration statement regarding an offer to exchange new 11.875% Senior Notes due 2019 of Level 3 Communications, Inc., for Level 3's currently outstanding 11.875% senior notes due 2019. The exchange offer expires at 5:00 p.m., New York City time, on [ ], unless it is extended. There is no established trading market for the new notes, and Level 3 does not intend to apply for listing of the new notes on any securities exchange. A full-text copy of the prospectus is available for free at http://is.gd/KT0w71 About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. The Company's balance sheet at March 31, 2011, showed $8.80 billion in total assets, $9.06 billion in total liabilities, and a $265 million total stockholders' deficit. LIFEPOINT HOSPITALS: Fitch Raises Issuer Default Rating to 'BB' --------------------------------------------------------------- Fitch Ratings has upgraded its ratings for LifePoint Hospitals, Inc. including the Issuer Default Rating, to 'BB' from 'BB-'. The Rating Outlook is revised to Stable from Positive. The ratings apply to approximately $1.7 billion of debt at March 31, 2011. Rating Rationale: -- LifePoint has consistently demonstrated a solid level of financial flexibility. Total debt-to-EBITDA has trended close to 3.0 times (x) since 2007. While the debt balance has increased by about $150 million over that time, growth in EBITDA has offset the impact on leverage. -- LifePoint generated free cash flow (FCF) of about $205 million in 2010; the level of FCF generation has more than doubled since 2007 due to higher EBITDA, lower cash tax and interest expense. The company's 2011-2013 debt maturities are nominal. -- Organic operating trends in the for-profit hospital industry are weak and Fitch expects them to remain so throughout the rest of 2011. Fitch does not see a near-term catalyst for improvement in patient utilization trends barring an accelerated macro economic recovery. -- LifePoint's organic patient volume trends persistently lag the broader industry. Despite this issue, LifePoint is more profitable (based on EBITDA operating margins) than most of its peers and organic top-line growth has not lagged the industry. This is owing to strength in pricing trends and good management of controllable operating expenses, including labor and supplies. -- LifePoint is taking a measured approach to hospital acquisitions, using cash on hand to fund a series of small transactions. This strategy has recently been successful in augmenting tepid organic volume growth. -- Fitch expects the pipeline of potential acquisition targets will remain deep in the near term. LifePoint's preferred acquisition targets -- stand-alone and small hospital systems -- are experiencing financial pressure stemming from weak organic operating trends, and the implementation of certain elements of healthcare reform is encouraging industry consolidation. Solid Financial Flexibility: LifePoint has consistently demonstrated a strong level of financial flexibility in recent years. Total debt-to-EBITDA of 3.1x at March 31, 2011 is up slightly from the prior year due to an increase in the debt balance, partly offset by growth in EBITDA. LifePoint issued $400 million in unsecured notes in the third quarter of 2010 (3Q'10), about half of the proceeds of which were used to refinance a portion of the bank facility term loan and half to fund general corporate purposes, including share repurchases. LifePoint's ratings anticipate that debt-to-EBITDA will be maintained around 3.0x-3.5x. At March 31, 2011, debt-to-EBITDA equaled 0.8x through the senior secured bank debt, 1.6x through the senior unsecured notes and 3.1x through the senior subordinated convertible notes. While small incremental drops in leverage could result from growth in EBITDA, Fitch expects LifePoint to prioritize use of FCF for funding of hospital acquisitions as opposed to debt reduction. A favorable debt maturity schedule and adequate liquidity also support LifePoint's credit profile. There are no debt maturities in the capital structure until 2014, although the $225 million senior subordinated convertible debentures due 2025 are puttable to the company in 2013. Pending refinancing of the $575 million senior subordinated convertible notes due 2014, maturity of the $443 million bank term loan will be extended to April 2015 from February 2014. At March 31, 2011, liquidity was provided by approximately $267 million of cash, availability on the company's $350 million bank credit facility revolver ($318.9 million available), and FCF ($216 million for the latest 12 months [LTM] period, defined as cash from operations less dividends and capital expenditures). Fitch projects that LifePoint's FCF will contract by about $75 million in 2011 versus the 2010 level. This is mostly due to higher capital expenditure in the year. The company is constructing a $60 million replacement hospital in Winchester, KY for Clark Regional Medical Center, one of its 2010 acquisitions. LifePoint has adequate capacity under its bank facility financial maintenance covenants, which require total leverage of below 3.75x and interest coverage of above 3.5x. Based on its moderately positive 2011-2013 operating outlook for the company, Fitch believes the company will not have a problem maintaining compliance with its covenants. Industry Lagging Patient Volume Trends: LifePoint operates 52 acute-care hospitals, primarily located in rural markets. In 49 of its 52 markets, LifePoint's facility is the sole acute care hospital provider in the market. Organic patient volume trends have been weak across the hospital industry since the trough of the 2008 recession. LifePoint's organic volume trend has been lagging the broader industry since before that time. Fitch believes this is due to a combination of factors, including digesting the $1.8 billion acquisition of Province Healthcare Company and some difficulties with community and physician relationships following the acquisition of Danville Regional Medical Center, both in 2005. More recently, LifePoint's markets may have performed less robustly due to unemployment rates trending higher than the national level. LifePoint has taken steps to address its lagging organic volume growth, including ramping up physician recruitment and expanding services in medically underserved communities. There have been some signs of progress from these efforts. Most significantly, while LifePoint's patient volume growth continues to underperform the industry, it does appear to be narrowing the gap. Despite its operational issues, LifePoint's operating margins are higher than those of most of its peers, and organic top line growth has not lagged the industry. This is owing to strength in pricing trends and good management of controllable operating expenses, including labor and supplies. In 2010, the for-profit hospital industry's same-hospital admissions declined 1.5% while same-hospital adjusted admissions (a measure adjusted for outpatient activity) grew by just 0.7%. During the year, LifePoint's same hospital admissions were down 2.2%, and adjusted admissions up 0.4%. Most companies provided 2011 guidance incorporating flat growth in same hospital adjusted admissions trends, including LifePoint, which has guided to organic growth in adjusted patient admissions of 0%-2% for 2011. This is despite easy comparisons against the weak trend in 2010 and is consistent with Fitch's expectation for 2011. There is no clear catalyst for near-term improvement in organic volume trends barring an accelerated macroeconomic recovery. In fact, concerning trends indicating higher levels of structural unemployment, and growth in the consumer share of healthcare spending (such as through high deductible health plans), support an expectation of weak organic volume trends in the sector for some time to come. LifePoint's 1Q'11 same hospital admissions declined 1.2% versus the prior year period, while adjusted admissions were up 0.1%. Growth Through Acquisistion Strategy: After taking a hiatus in 2007-2008, LifePoint ramped up its hospital acquisition activity beginning in 2009. Fitch expects that the company will continue to deploy cash to fund hospital acquisitions. Based on its moderately positive operating and cash flow outlook for LifePoint, Fitch expects the company would be able to fund two or three acquisitions similar to the size of its 2009-2010 acquisitions out of internal cash resources annually. In early 2009 through 2010, LifePoint acquired about $300 million of annual revenue, which represented around 10% of the company's same hospital revenue base. Fitch notes that the entire for-profit hospital industry is currently in acquisition mode due to attractive asset valuations and the need to deploy excess cash to create shareholder value given weak organic operating trends. LifePoint's relatively small size means that incremental, cash flow funded acquisitions can significantly move the needle on revenue growth. While it is possible that LifePoint could consider a larger transaction, its recent activity has been measured. The largest acquisition in the past 18 months, of High Point Regional Health System, cost the company $145 million. The integration of the company's recently acquired hospitals seems to be progressing smoothly, without the type of problems experienced with physician and community relations experienced after the company's 2005 acquisition of Danville Regional Medical Center. Guidelines for Further Rating Actions: Maintenance of a 'BB' IDR for LifePoint will require debt-to- EBITDA maintained at or below 3.5x, coupled with a sustained solid liquidity profile, with FCF sufficient to fund the company's growth through acquisition strategy. LifePoint's debt leverage is amongst the lowest of the publicly traded acute care hospital companies; the company has a publicly stated leverage target of 3.0-4.0x. A leveraging acquisition or deterioration in financial flexibility resulting from difficulties in integration of its recent acquisitions would be the most likely causes of a negative rating action for LifePoint. Also of concern is the potential for a sustained weak organic growth trend for the hospital industry, which could erode profitability and financial flexibility over time. Debt Issue Ratings: Fitch upgrades LifePoint's ratings: -- IDR to 'BB' from 'BB-'; -- Secured bank facility to 'BB+' from 'BB-'; -- Senior unsecured notes to 'BB' from 'B+'; -- Subordinated convertible notes to 'BB-' from 'B'. LINDEN PONDS: Lender Says Mediation Could Resolve Dispute --------------------------------------------------------- Dow Jones' DBR Small Cap reports that Linden Ponds Inc. deteriorated in the weeks leading up to its Chapter 11 filing, wants a mediator appointed in the case. About Linden Ponds Linden Ponds is a 108-acre retirement community located in Hingham, Mass. It has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Hingham Campus LLC, along with affiliate Linden Ponds Inc., the owners and operators of the Linden Ponds, filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15. Hingham Campus estimated assets and debts of $100 million to $500 million. Debt includes $156.4 million owing on bonds issued by the Massachusetts Development Finance Agency, with Wells Fargo Bank, National Association, as the bond trustee. Paul Rundell, plan administrator of Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, signed the Chapter 11 petitions. Erickson Retirement Communities LLC, parent of Hingham, previously sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009. Erickson, the owner of 20 senior living facilities, won approval of its reorganization plan in April 2010. The plan provided for a sale to Redwood Capital, the highest bidder at the auction in December 2009. Redwood won the auction with an all-cash bid of $365 million. Redwood is providing $6 million in a postpetition revolving credit facility for Hingham Campus' Chapter 11 case. The DIP financing will mature on Nov. 8, 2011. The DIP financing requires a joint hearing on the Disclosure Statement and the Plan within 120 days of the Petition Date. LOS ANGELES DODGERS: Seeks Depositions From MLB Officers -------------------------------------------------------- The bankruptcy court in Delaware will hold a hearing today, July 7, to consider a request by Los Angeles Dodgers officials to put Major League Baseball Commissioner Bud Selig and five other Major League Baseball executives, along with the monitor the league appointed to take over business management of the club, under oath to help build the team's case that he "systematically starved" it of cash. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the team wants the testimony to prepare for a July 20 hearing where the league will oppose final approval of $150 million in financing from Highbridge Principal Strategies LLC. Mr. Selig wants Major League Baseball to provide the loan. Taking a loan from Mr. Selig would be "imprudent," the Dodgers said, citing his prior "abusive conduct." Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that the team filed papers late Thursday with the U.S. Bankruptcy Court in Wilmington, Del., giving deposition notices to Mr. Selig, his appointed monitor of the Dodgers Tom Schieffer and five other league executives. The papers didn't specify what questions the team intends to ask the commissioner, but the frosty relationship between embattled Dodgers owners Frank McCourt and Mr. Selig has already been made clear in court papers and the case's first hearing. According to DBR, also on the list for depositions are: Robert A. DuPuy, MLB chief operating officer; Jonathan D. Mariner, the chief financial officer; John McHale Jr., interim executive vice president for baseball operations; Robert D. Manfred Jr., executive vice president for labor relations and human resources; and Charles Steinberg, a former Dodgers executive that Selig hired last year as his senior adviser for public affairs. The depositions are set to take place the week of July 11 in the New York offices of the Dodgers attorneys, law firm Dewey & LeBoeuf LLP, DBR says. About the Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. MA BB OWEN: Files Ch. 11 Plan; Hillcrest Points to "Flaws" ---------------------------------------------------------- MA BB Owen LLP, et al., filed with the U.S. Bankruptcy Court for the Eastern District of Texas a First Amended Joint Disclosure Statement in support of the Debtors' First Amended Plan, filed on May 26, 2011. The Plan designates 11 Classes of Claims and 1 Class of Interests. Holders of Allowed Administrative Claims in Class 1 will be paid in full. Claimants in Classes 2 to 11, inclusive, are all impaired and may vote to accept of reject the Plan. Class 12 Equity Holders are also impaired but as insiders their votes do not count towards confirmation. Allowed Secured Tax Creditor Claims in Class 2 will be paid in full 30 days after the Effective Date. Allowed Priority Creditor Claims in Class 3 will be paid over five (5) years with interest. The Class 4 Allowed Secured Claim of Heritage Land Bank, ACA, which the Debtor asserts is roughly $11,700,000 (without late fees), will be amortized over a period of 40 years with interest at 2.5 p.a. with an additional 2.5% interest paid at maturity. The payments will be made in equal monthly payments for 120 months following the effective date, at which the full unpaid principal balance and accrued unpaid interest will be paid in full. The Allowed Secured Claim of Hillcrest Bank in Class 5, which the Debtor asserts is roughly $17,477,000 (without late fees), will receive similar treatment as Heritage's Claim in Class 4. The Allowed Secured Claim of Parkwood Real Estate Partners, LLC, in Class 6, the Allowed Secured Claim of Tri-Properties, Ltd., in Class 7, the Allowed Secured Claim of BB Owen Properties, L.P., in Class 8, and the Allowed Secured Claim of Marlin Atlantic White, Ltd, in Class 9, will all receive zero payment under the Plan. Their Allowed Claims will be converted to equity. Allowed General Unsecured Non-Insider Claims in Class 10 will be paid in full on the Effective Date. Allowed General Unsecured Insider Claims in Class 11 will receive no payment under the Plan. Class 12 Equity Interest Holders in the Debtor will be canceled on confirmation. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mabb.firstamendedDS.pdf Hillcrest Opposes Plan Secured creditor Hillcrest Bank says the Court should not approve the Debtor's First Amended Joint Disclosure Statement because it lacks critical information regarding the Debtors' proposed reorganization strategy and other fact or relevant support to the proposed plan. Hillcrest Bank cites that, among other flaws in the Plan: -- the Debtors have artificially impaired the class of unsecured creditors for the sole purpose of manipulating their vote; -- the Debtors have not presented any evidence in support of the substantive consolidation of the Debtors; -- the Debtors do not substantiate its assertions that the Plan has a reasonable probability of success; -- the Plan violates a subordination agreement between Hillcrest and certain lenders who will receive equity in the reorganized Debtors; and -- the Plan provides for the release of non-debtor guarantors in violation of Section 524(e); and Counsel for Hillcrest Bank may be reached at: Samuel M. Stricklin, Esq. Michael L. Dinnin, Esq. Brian C. Mitchell, Esq. BRACEWELL AND GIULIANI LLP 1445 Ross Avenue, Suite 3800 Dallas, TX 75202-2711 Tel: (214) 468-3800 Fax: (214) 468-3888 E-mail: michael.dinnin@bgllp.com brian.mitchell@bgllp.com Dallas, Texas-based MA BB Owen LP filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 11-40645) on Feb. 28, 2011. Joyce W. Lindauer, Esq., serves as bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million. MADISON HOTEL: Can Hire Backenroth Frankel as Bankruptcy Counsel ---------------------------------------------------------------- The Hon. Martin Glenn of the U.S Bankruptcy Court for the Southern District of New York authorized Madison Hotel, LLC to employ Backenroth Frankel & Krinsky, LLP, as counsel. As reported in the Troubled Company Reporter on June 16, 2011, Backenroth Frankel's services as Debtor's counsel are: -- providing the Debtor with legal counsel with respect to its powers and duties as a debtor-in possession in the continued operation of its business and management of its property during the Chapter 11 case; -- preparing on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal documents which may be required in connection with the Chapter 11 case; -- providing the Debtor with legal services with respect to formulating and negotiating a plan of reorganization with creditors; and -- performing such other legal services for the Debtor as may be required during the course of the Chapter 11 case, including but not limited to, the institution of actions against third parties, objections to claims, and the defense of actions which may be brought by third parties against the Debtor. The customary and proposed hourly rates to be charged by Backenroth Frankel for the individuals expected to be directly involved in representing the Debtor are: Scott A. Krinsky $450 Mark A. Frankel $485 Abraham J. Backenroth $550 Paralegal $125 BFK was paid a $25,000 retainer by the Debtor on May 26, 2011. BFK incurred fees totaling $6,000 prior to the filing the Debtor's case, leaving a $19,000 as retainer for this case. BFK's initial $50,000 retainer was paid by Ben Zion Suky, Joseph Ben Moha and a third entity affiliated with the managing member of the Debtor's managing member (the "Payors"). Mark A. Frankel, Esq., a member of Backenroth Frankel & Krinsky, LLP, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Madison Hotel Madison Hotel, LLC, based in New York, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011. Judge Martin Glenn presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy counsel. The Debtor disclosed $33,613,117 in assets and $26,113,616 in liabilities as of the Chapter 11 filing. MV COMMUNICATIONS: Files for Chapter 7 Bankruptcy Protection ------------------------------------------------------------ New Hampshire Business Review notes that MV Communications Inc. filed for Chapter 7 protection in New Hampshire in June, disclosing assets of $74,153 and liabilities of $1,202,826. NATIONAL ENVELOPE: Wants Plan Exclusivity Until Oct. 5 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that National Envelope Corp. is now asking the bankruptcy court in Delaware for a 90-day extension of the exclusive right to propose a Chapter 11 plan. If approved by the bankruptcy judge at a July 20 hearing, the new deadline will be Oct. 5. NEC said it is currently "vetting" a draft Chapter 11 plan with interested parties before filing in court. With the assets sold, NEC said in May it was down to the last $1 million in cash available to pay bills. About NEC Holdings Uniondale, New York-based National Envelope Corporation was the largest manufacturer of envelopes in the world with 14 manufacturing facilities and 2 distribution centers and approximately 3,500 employees in the U.S. and Canada. NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the Debtors. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel. The Garden City Group is the claims and notice agent. Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. Morgan Joseph & Co., Inc., is the financial advisor to the Committee. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. NEBRASKA BOOK: Kurtzman Carson OK'd as Claims and Noticing Agent ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Nebraska Book Company and its debtor-affiliates to employ Kurtzman Carson Consultants LLC as their notice and claims agent. As reported in the Troubled Company Reporter on June 29, 2011, the parties have entered into an engagement letter dated June 3. Prior to the Petition Date, the Debtors paid KCC a $25,000 retainer. Albert H. Kass, vice president of Corporate Restructuring Services of Kurtzman Carson, attested that his firm neither holds nor represents any interest adverse to the Debtors' estates in connection with any matter on which it would be employed and that it is a "disinterested person," as referenced in section 327(a) of the Bankruptcy Code and as defined in section 101(14). 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. NO FEAR: Court Okays Employment of Jones Day as Special IP Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court Southern District of California has approved No Fear Retail Stores, Inc.'s application to employ Jones Day as special intellectual property counsel. Jones Day will provide intellectual property counsel to assist and advise as to licensing arrangements regarding intellectual property held by NRFS and SIMO Holdings, and that Jones Day's retention is necessary in exploiting the value of the intellectual property and handling non-bankruptcy law issues relating to the intellectual Property, with general counsel SulmeyerKupetz handling any bankruptcy law issues relating to Intellectual Property. The firm's Jose L. Patino will charge the Debtor's estate $700 per hour. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor tapped Jones Day as special intellectual property counsel; Avant Advisory Group's George Blanco as chief restructuring officer, and Venturi & Company LLC, as financial advisors. The Debtor estimated disclosed $31,648,063 in assets and $12,552,985 in liabilities as of the Chapter 11 filing. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. BDO USA LLP serves as financial advisor to provide financial advisory services to the Committee. NO FEAR: Committee Shares Plan Exclusivity With Debtor ------------------------------------------------------ Judge Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California approved a stipulation terminating the exclusive plan filing and solicitations period of No Fear Retail Stores, Inc., and its debtor affiliates solely with respect to the Official Committee of Unsecured Creditors on July 8, 2011. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor tapped Jones Day as special intellectual property counsel; Avant Advisory Group's George Blanco as chief restructuring officer, and Venturi & Company LLC, as financial advisors. The Debtor estimated disclosed $31,648,063 in assets and $12,552,985 in liabilities as of the Chapter 11 filing. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. BDO USA LLP serves as financial advisor to provide financial advisory services to the Committee. NO FEAR: Seeks to Sell Retail & IP Assets, Auction Set for July 19 ------------------------------------------------------------------ No Fear Retail Stores, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of California to sell substantially all or all of their assets and business and their intellectual property assets. The sale involves the sale of the Debtors' assets and business as a going concern or a substantial portion thereof, to one or more purchasers following an auction. The sale also involves the sale of the Debtors' IP assets and equity in two affiliates to Brand Holdings Limited for $6.25 million subject to certain sale procedures, including an overbid opportunity. According to David S. Kupetz, Esq., at SulmeyerKupetz, APC, in Los Angeles, California, the Proposed Purchaser seeks only to buy the IP Assets and not the Non-IP Assets, which include inventory, retail operations, or related assets, nor does it seek the assumption and assignment of any of the Debtors' non-residential real property leases. The Proposed Purchaser has agreed to issue a royalty-free license for the use of the Debtors' "No Fear" trademark and other intellectual property rights to the Debtors' estates and any assignee for use in connection with retail and wholesale sale of product in North America for a period of 180 days, thereafter to be negotiated by the assignee and Proposed Purchaser. Mr. Kupetz says the sale of the IP Assets to the Proposed Purchaser, or an overbidder, in combination with a separate sale of the Non-IP Assets is projected to result in sufficient proceeds to satisfy allowed secured claims, administrative expenses and allowed priority claims in full. While the Debtors currently project that, following closing of the sale transactions and confirmation of a plan of reorganization, allowed general unsecured claims in the estates of NFRS and Simo Holdings, Inc., will receive a cash distribution and have an opportunity for other recovery, any recovery by the unsecured creditors will be subject to (1) whether overbids are received increasing the purchase price for the Debtors' business and assets, (2) the extent of allowed claims against the Debtors, and (3) the total amount of administrative expenses incurred in the Debtors' cases. The Debtors also seek approval of the payment of a break-up fee to the Proposed Purchaser in the amount of $150,000 in case another interested party is selected as the highest bidder during the auction. The Debtors also seek approval of the payment of an expense reimbursement not exceeding $100,000 to the Proposed Purchaser only upon the Court's approval of any successful competing bid for the IP Assets and the consummation of a sale of the IP Assets to a competing bidder. Deadline for the submission of qualified bids is on July 15, 2011. Competing bidders must make a cash deposit of not less than 5% of the cash purchase price of the bidder's offer. For the IP Assets, the overbid must be in an amount equal to or greater than $350,000. Incremental overbids must be in an amount equal to or greater than $100,000. With respect to the bids for the Other Assets, there is no minimum bid but a bidder must make an overbid in an amount equal to or greater than $100,000. An auction will be conducted on July 19, 2011. A hearing on the sale will be conducted on July 20, 2011. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor tapped Jones Day as special intellectual property counsel; Avant Advisory Group's George Blanco as chief restructuring officer, and Venturi & Company LLC, as financial advisors. The Debtor estimated disclosed $31,648,063 in assets and $12,552,985 in liabilities as of the Chapter 11 filing. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. BDO USA LLP serves as financial advisor to provide financial advisory services to the Committee. NORTEL NETWORKS: Courts Taps Judge Winkler as Sole Mediator ----------------------------------------------------------- Nortel Networks Corporation disclosed that the Ontario Superior Court of Justice (the Canadian Court) and the U.S. Bankruptcy Court for the District of Delaware (the U.S. Court) have appointed The Honourable Warren K. Winkler, Chief Justice of Ontario, as the sole mediator (the Mediator) for the mediation that the two courts directed to be held pending the release of their decisions on the motions heard by such courts on June 7, 2011 for approval of a proposed allocation protocol. The mediation was ordered because of both courts' concern that the time required to prepare their decisions would also delay allocation proceedings and, therefore, distributions to creditors of the various Nortel estates. The Mediator will have authority, in consultation with the parties to the mediation, to determine the scope of the mediation, as he deems appropriate, including the issue of allocation of the sale proceeds of Nortel's various businesses and patent portfolio, and global issues relating to allocation and claims. Participation in this mediation is mandatory. The mediation process will be terminated (i) by a declaration by the Mediator that a settlement has been reached (any such settlement would be subject to the approval of the Canadian Court and the U.S. Court, on notice to parties in interest), (ii) by a declaration by the Mediator that further efforts at mediation are no longer considered worthwhile, or (iii) for any other reason as determined by the Mediator. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTEL NETWORKS: Bonds Surge After Patent Sale ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that holders of some bonds issued by Nortel Networks Inc. stand to recover more than eight times what the securities were fetching after the Chapter 11 filing in early 2009, if the current market price holds up. The price jump resulted from the auction where a group bid $4.5 billion for Nortel's portfolio of 6,000 patents. The group is composed of Apple Inc., Microsoft Corp., Sony Corp., Research In Motion Ltd., Ericsson AB and EMC Corp. The hearing to approve the sale is scheduled to be held on July 11 simultaneously in courts in the U.S. and Canada. Proceeds from the patent auction are on top of the $3 billion Nortel previously raised from selling most of its other assets and businesses. Bonds Double Mr. Rochelle said in a separate report that bonds issued by Nortel Networks Inc. soared July 1 on news that the auction for 6,000 patents brought in $4.5 billion, a 500% increase from the opening bid. The 6.875% Northern Telecom Ltd. unsecured notes due 2023 rose 109% in July 1 trading, to close at 69 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The Nortel Networks 10.75% senior guaranteed bonds due July 2016 rose 9.8%, to close on July 1 at 106 cents on the dollar, Trace reported. The day before, the bonds closed at 96.5 cents. 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. NORTHERN BERKSHIRE: Meeting of Creditors Scheduled for July 22 -------------------------------------------------------------- The U.S. Trustee for Region 1 will convene a meeting of creditors in Northern Berkshire Healthcare, Inc., et al.'s Chapter 11 case on July 22, 2011 at 10:00 am (prevailing Eastern Time). The meeting will be held at 1350 Main Street, Suite 1112, Springfield, Massachusetts. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. James Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes & Gray LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. The Debtors also tapped Schwartz Hannum PC as their special labor counsel. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. NORTHERN BERKSHIRE: GCG Approved as Claims and Noticing Agent ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Northern Berkshire Healthcare, Inc., et al., to employ GCG, Inc. as their claims, noticing, and balloting agent. GCG is expected to, among other things: a) assist the Debtors with preparation and distribution of all required notices in these chapter 11 cases; b) receive, examine, and maintain copies of all proofs of claim filed in these chapter 11 cases; and c) maintain official registers in the Debtors' chapter 11 cases by docketing all proofs of claim in the applicable claims database that includes information for each claim asserted: Jeffrey S. Stein, vice president of GCG, told the Court that GCG received a $40,000 retainer from the Debtors prior to the Petition Date to be applied for the fees and expenses incurred in relation to the services. Mr. Stein assured the Court that GCG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. James Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes & Gray LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. The Debtors also tapped Schwartz Hannum PC as their special labor counsel. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. NORTHERN BERKSHIRE: Committee Taps Duane Morris as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Northern Berkshire Healthcare, Inc., et al., asks the U.S. Bankruptcy Court for the District of Massachusetts for permission to retain Duane Morris LLP as its counsel. Duane Morris will, among other things: -- assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 cases; -- assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; and -- assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses. Duane Morris' personnel with primary responsibilities and their hourly rates are: Jeffrey D. Sternklar, partner $675 Financial Restructuring Department Wendell M.N. Harp, associate $350 Financial Restructuring Department The Committee contemplates Mr. Harp will bill more than will Mr. Sternklar and accordingly anticipates DM's effective blended hourly rate would be $495 per hour. These rates compare favorably with the rates proposed to be charged by Debtors' counsel. The hourly rates charged by Duane Morris for professionals and paraprofessionals employed in its offices are: Partners $375 - $935 Special Counsel and Counsel $300 - $915 Associates $225 - $510 Paraprofessionals $125 - $335 To the best of the Committee's knowledge, Duane Morris is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. James Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes & Gray LLP, serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. NORTHERN BERKSHIRE: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Northern Berkshire Healthcare, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $22,957,933 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $43,265,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $10,114,652 ----------- ----------- TOTAL $22,957,933 $53,379,652 Debtor-affiliates also filed their respective schedules, disclosing: Northern Berkshire Healthcare Physicians Group, Inc. Assets: $592,070 Liabilities: $5,588,848 Visiting Nurse Association & Hospice of Northern Berkshire, Inc.: Assets: $3,226,514 Liabilities: $44,536,814 Northern Berkshire Realty, Inc.: Assets: $3,841,816 Liabilities: $44,998,295 North Adams Regional Hospital, Inc.: Assets: $70,443,884 Liabilities: $51,940,512 About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. James Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes & Gray LLP, serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. OCEAN PLACE: Plan Filing Exclusivity Extended Until Oct. 13 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey extended Ocean Plan Place Development LLC's exclusive periods to propose and solicit acceptances for a chapter 11 plan until Oct. 13, 2011, and Dec. 13, respectively. About Ocean Place Development Ocean Place Development, LLC, owns a beachfront resort property in Long Branch, New Jersey. The Ocean Place resort is sited on 17- acres featuring 1,000 feet of ocean frontage and is improved with a 254-room hotel that includes 40,000 square feet of meeting space, three restaurants, a bar/lounge, a full-service spa, and numerous resort amenities. It employs between 95 and 340 employees, depending upon the season, through the property management entity West Paces Hotel Group, LLC. Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 11-14295) on Feb. 15, 2011. Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's bankruptcy counsel. The Debtor tapped Morgan Melhuish Abrutyn as special counsel; Morgan Melhuish Abrutyn as special litigation counsel, Stephen M. Herbstman, M.S., C.P.A., as tax accountant, and Coakley & Williams Hotel Management Company, to cut costs and make changes to the Company's facility. The Debtor estimated its assets and debts at $50 million to $100 million. As of the petition date, the Debtor owed $57,245,372 to AFP pursuant to a Loan Agreement dated April 25, 2006, as amended from time to time, entered into by and between the Debtor as borrower and Barclays Capital Real Estate Inc. as lender. No official unsecured creditors' committee was appointed in the case. OUTSOURCE HOLDINGS: MidSouth Bancorp OK'd to Buy Jefferson Bank --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, in a sale hearing held June 27, 2011, authorized Outsource Holdings, Inc., to sell Jefferson Bank, to MidSouth Bancorp Inc. As reported in the Troubled Company Reporter on April 6, the Debtor's only significant asset is its ownership of all of the outstanding capital stock of Jefferson Bank, which is a state bank with five branch locations in the Dallas/Fort Worth metroplex. The Debtor's only significant liabilities are its obligations to the holders of debt instruments issued by the Debtor. There are three groups of creditors -- (i) holders of notes issued in 2010 owed $200,000; (ii) holders of notes issued in 2009, who have claims for $7,000,000 and (iii) statutory trusts holding notes in the amount of $5,000,000, which are contractually subordinated to other creditors. MidSouth Bancorp, Inc.'s subsidiary, MidSouth Bank, N.A., has entered into an agreement with Jefferson Bank and First Bank & Trust Company to acquire five Jefferson Bank branches located in the Dallas-Fort Worth, Texas area. As part of the branch acquisition, MidSouth expects to acquire approximately $70 million in loans and to assume over $150 million in deposits. MidSouth anticipates that the acquisition will be completed before July 31, 2011. The Debtor was assisted by Commerce Street Capital, LLC, in marketing its assets. About Outsource Holdings Lubbock, Texas-based Outsource Holdings, Inc.'s only significant asset is its ownership of all of the outstanding capital stock of Jefferson Bank, which is a state bank with five branch locations in the Dallas/Fort Worth metroplex. Outsource Holdings believes that a sale/merger of its interests in Jefferson Bank before August 2011 offers the best opportunity for maximizing the value of this asset for this bankruptcy estate and its creditors. The Debtor has been unable to obtain consent from its creditors to conduct a sale or merger outside of bankruptcy. Since Outsource Holdings believes that a sale before August 2011 is necessary to avoid significant and sudden further declines in the value of its interests in Jefferson Bank, Outsource Holdings believes its fiduciary duties to its creditor body as a whole required the initiation of the bankruptcy case. Outsource Holdings filed for Chapter 11 bankruptcy protection on April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938). Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource Holdings' bankruptcy counsel. The Debtor also tapped Commerce Street Capital, LLP, as investment banker and financial advisor, Fenimore, Kay, Harrison & Ford, LLP as special transaction and regulatory counsel. The Debtor disclosed $10,571,121 in assets and $13,887,431 in liabilities as of the Chapter 11 filing. Anthony J. Pacchia was appointed as Chapter 11 examiner in the Debtor's case. The examiner tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel and Traxi, LLC, as financial advisors. No creditors' committee has been appointed in the case. OWENS CORNING: PI Trust Sells 7MM Shares to JPMorgan, et al. ------------------------------------------------------------ In a Form 8-K filing with the U.S. Securities and Exchange Commission, Owens Corning reported that on May 2, 2011, it entered into a purchase agreement with the Owens Corning/Fibreboard Asbestos Personal Injury Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, pursuant to which the Trust sold to the Underwriters 7,000,000 shares of the Company's common stock, par value $0.01 per share, at a price of $36.90 per share. The Company will not receive any proceeds from the sale of the Shares. A full-text copy of the Purchase Agreement is available at the SEC at http://ResearchArchives.com/t/s?7664 The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 and the related prospectus supplement and accompanying prospectus. A copy of the Prospectus on the stock sale is available at the SEC at http://ResearchArchives.com/t/s?7666 In accordance with the Purchase Agreement, the PI Trust also entered into a letter agreement -- the "Lock-up Agreement" -- with the Underwriters pursuant to which the Trust agreed that, for the 90-day period after May 2, 2011, the Trust will not, without the prior written consent of the Underwriters, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock or exercise any right with respect to the registration of any shares of Common Stock or enter into any swap or other agreement or transaction that transfers, in whole or part, directly or indirectly, the economic consequences of the ownership of the Common Stock. A full-text copy of the Lock-Up Agreement is available at the SEC at http://ResearchArchives.com/t/s?7665 About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection (Bankr. D. Del. Case. No. 00-03837) on Oct. 5, 2000. Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. PACESETTER FABRICS: Bank Requires Sale of Obsolete Inventory ------------------------------------------------------------ Pacesetter Fabrics LLC and Cathay Bank entered into a stipulation for the Debtor's interim use of the bank's cash collateral through Sept. 16, 2011, and the grant of adequate protection. The Stipulation requires the Debtor and Rock to identify obsolete inventory and formulate a program by July 17 to sell the inventory by September, to pay the bank an additional minimum payout of $400,000 over and above all of the payments due to the lender. The bank consents to Pacesetter's payment of $150,000 as retainer to the Debtor's bankruptcy counsel. Upon execution of the Stipulation, the Debtor paid the bank $250,000. The deal requires the Debtor to pay $10,000 to the bank each week beginning June 27. The bank asserts that it is owed $12.6 million in the aggregate plus attorneys' fees and costs as of June 17, 2011, under various prepetition secured loan agreements with the Debtor. The debt includes a $17.5 million loan under a 2009 agreement among Pacesetter, its affiliate Rock L.A. Fashion LLC, and the bank. The Debtor and Rock defaulted on the loan by failing to make payment due December 2009. In February 2010, the parties executed a forbearance agreement; the lender also provided a $4.3 million term loan to pay down the prior loan. The term loan was due April 30, 2011. The Debtor and Rock defaulted on the loans by failing to make required payments and violating disclosure requirements. The Debtor is also a guarantor under a $2 million loan extended by the bank to Ramin Namvar, the manager of both the Debtor and Rock. Mr. Namvar is also in default of his loan. About Pacesetter Fabrics Based in City of Commerce, California, Pacesetter Fabrics, LLC, dba Pacesetter Off Price and Pacesetter Garments, is a distributor of quality textile and garment fabrics in the United States and international markets. The Company has been in business for over 14 years. The Company is owned 98% by Net, LLC, a California limited liability company, 1% by Leora Namvar (Ramin Namvar's wife), and 1% by Massoud Poursalimi (Leora Namvar and David Poursalimi's father). Net LLC is in turn owned 99% by Ramin Namvar and 1% Leora Namvar. Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-36330) on June 17, 2011, estimating assets and debts of $10 million to $50 million. Judge Ernest M. Robles presides over the case. The Debtor is represented by: Brian L. Davidoff, Esq. C. John M. Melissinos, Esq. Claire E. Shin, Esq. RUTTER HOBBS & DAVIDOFF INCORPORATED 1901 Avenue of the Stars, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 286-1700 Facsimile: (310) 286-1728 E-mail: bdavidoff@rutterhobbs.com jmelissinos@rutterhobbs.com cshin@rutterhobbs.com Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus Resources Group, LLC, a corporate turnaround consultant, assists Pacesetter with its turnaround and reorganization efforts and the financial affairs and management of the Company. Cathay Bank is represented by: Michael Gerard Fletcher, Esq. Marshall J. August, Esq. Nicholas A. Merkin, Esq. FRANDZEL ROBINS BLOOM & CSATO, L.C. 6500 Wilshire Blvd., 17th Floor Los Angeles, CA 90048 Fax: 323-651-2577 E-mail: mfletcher@frandzel.com PACESETTER FABRICS: Sec. 341 Creditors' Meeting on July 18 ---------------------------------------------------------- The Office of the United States Trustee for Region 16 will hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of Pacesetter Fabrics, LLC, on July 18, 2011, at 2:15 p.m. at RM 2612, 725 S Figueroa St., in Los Angeles. The last day to oppose discharge or dischargeability is Sept. 16, 2011. About Pacesetter Fabrics Based in City of Commerce, California, Pacesetter Fabrics, LLC, dba Pacesetter Off Price and Pacesetter Garments, is a distributor of quality textile and garment fabrics in the United States and international markets. The Company has been in business for over 14 years. The Company is owned 98% by Net, LLC, a California limited liability company, 1% by Leora Namvar (Ramin Namvar's wife), and 1% by Massoud Poursalimi (Leora Namvar and David Poursalimi's father). Net LLC is in turn owned 99% by Ramin Namvar and 1% Leora Namvar. Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-36330) on June 17, 2011, estimating assets and debts of $10 million to $50 million. Judge Ernest M. Robles presides over the case. The Debtor is represented by Brian L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin, Esq., at Rutter Hobbs & Davidoff Incorporated, as bankruptcy counsel. Brian Wygle, president of Lazarus Resources Group, LLC, a corporate turnaround consultant, assists Pacesetter with its turnaround and reorganization efforts and the financial affairs and management of the Company. Secured lender Cathay Bank is represented by Michael Gerard Fletcher, Esq., Marshall J. August, Esq., and Nicholas A. Merkin, Esq., at Frandzel Robins Bloom & Csato, L.C. PACIFIC LUMBER: 5th Circuit Nears Decision on Plan Rehearing ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the buyers of Scotia Pacific Co. and affiliate Pacific Lumber Co. may learn soon whether all judges on the U.S. Court of Appeals in New Orleans will allow reargument over an October opinion by a three-judge panel that boosted the price for the California timberland business. Marathon Structured Finance Fund LP and Mendocino Redwood Co. bought Scotia and Palco under a Chapter 11 plan for $580 million in cash and the conversion of $160 million of debt into equity. Mr. Rochelle recounts that in last year's opinion, Chief Judge Edith H. Jones of the 5th Circuit in New Orleans overturned two lower courts and in substance told the buyers they must pay an extra $29.7 million because the bankruptcy judge made a mistake in calculating the amount owed to secured lenders for use of their collateral during the Chapter 11 case. The buyers, according to the report, filed papers in November asking all active judges on the Circuit Court to rehear the case and reverse the opinion by the Chief Judge. In mid-June, the circuit court directed the bondholders to file a brief opposing rehearing. The papers were filed July 1. Bloomberg relates that the bondholders contend the opinion by Judge Jones on an issue known as equitable mootness broke no new ground and was in accord with prior opinions by the 5th Circuit. They argued in their papers on July 1 that "equitable mootness is concerned with effects on third parties not before the court, not on parties that devise the plan of reorganization." About Pacific Lumber Based in Oakland, California, The Pacific Lumber Company and its subsidiaries operated in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032) on Jan. 18, 2007. Jack L. Kinzie, Esq., at Baker Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. Kyung S. Lee, Esq., at Diamond McCarthy LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors. When Pacific Lumber filed for protection from its creditors, it estimated assets and debts of more than $100 million. Scotia Pacific disclosed total assets of $932,000,000 and total debts of $765,978,335. The Debtors filed their Joint Plan of Reorganization on Sept. 30, 2007, which was amended on Dec. 20, 2007. Four other parties-in- interest filed competing plans for the Debtors -- The Bank of New York Trust Company, N.A., as Indenture Trustee for the Timber Notes; the Official Committee of Unsecured Creditors; Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP Credit Facility; and the Heartlands Commission, which represents the tribal members of the Bear River Band of Rohnerville Rancheria and PALCO employees. On July 8, 2008, the Court confirmed the Modified First Amended Joint Plan of Reorganization With Technical Modifications for the Debtors, which was proposed by Marathon Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and the Official Committee of Unsecured Creditors. The Debtors emerged from bankruptcy protection on July 30, 2008. The Reorganized Entities have been renamed as Humboldt Redwood Co., under the management of Mendocino Redwood. PALMDALE HILLS: Lehman Judge OKs SunCal Use of Cash Collateral -------------------------------------------------------------- Lehman Commercial Paper Inc. and SunCal entities obtained approval from Judge James Peck of the United States Bankruptcy Court for the Southern District of New York of a stipulation modifying the automatic stay to the extent it applies to them. The SunCal Debtors are composed of Palmdale Hills Property LLC, Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC. They have Chapter 11 cases pending in the United States Bankruptcy Court for the Central District of California. The Lehman Entities, as lenders, and as agents for all lenders under applicable loan documents, assert secured claims against the SunCal Debtors that approximate $2.3 billion, and include within the scope of the pledged collateral certain real and personal property owned by the SunCal Debtors. Certain of the SunCal Debtors maintain bank accounts containing cash or cash equivalents, which the Lehman Entities assert are subject to perfected liens and therefore constitute the Lehman Entities' "cash collateral" under Section 363 of the Bankruptcy Code. The SunCal Debtors dispute that contention, and assert that the cash and cash equivalents -- the "Alleged Unencumbered Cash" -- are not subject to perfected liens of the Lehman Entities, and therefore, do not constitute "cash collateral" under Section 363. The Parties have negotiated and filed a stipulation with the California Bankruptcy Court relating to the issue. Under the California Stipulation, the Lehman Entities consent to the use by each SunCal of the Alleged Unencumbered Cash held by each of the SunCal Debtor. The Parties also agreed that repayment of the Alleged Unencumbered Cash funding amount as administrative expense claims under certain circumstances. In the New York Stipulation, the Parties agree that the automatic stay pursuant to Section 362 of the Bankruptcy Code is modified solely to permit LCPI to enter into the California Stipulation and undertake any actions contemplated to be taken by LCPI in connection therewith, provided that nothing in the New York Stipulation will require any party to enter into the California Stipulation. Except as provided in the New York Stipulation, and to the extent the automatic stay applies, the provisions of Section 362(a), including those provisions prohibiting any act to collect, assess, or recover a claim that arose prepetition from LCPI's bankruptcy estate and assets or property of LCPI will remain in full force and effect. Notwithstanding anything to the contrary, the New York Stipulation is without prejudice to, and does not constitute a waiver of, any rights, claims or privileges of the Parties with respect to any issues that are not expressly addressed in the New York Stipulation. Specifically, and for the avoidance of doubt, the Parties reserve all rights in connection with the Alleged Unencumbered Cash, and all aspects of pending litigation among the Parties, including any matters involving equitable subordination or substantive consolidation. About SunCal Companies SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Gramercy Warehouse Funding LLC and several creditors filed involuntary petitions each against LBREP/L-SunCal Master I LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11, 2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and 08-15640). Daniel H. Reiss, Esq., at Levene, Neale, Bender, Rankin & Brill represents the petitioners. SunCal affiliates led by Palmdale Hills Property, LLC, filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No. 08-17206) on Nov. 6, 2008. Affiliates that also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. SunCal Companies is not in bankruptcy. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. 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) PEGASUS RURAL: Meeting of Creditors Scheduled for July 20 --------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Pegasus Rural Broadband' LLC, et al.'s Chapter 11 case on July 20, 2011, at 1:00 p.m. The meeting will be held at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Pegasus Rural Broadband Pegasus Rural Broadband, LLC, and its affiliates, including Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11772) on June 10, 2011. The Debtors are subsidiaries of Xanadoo Company, a 4G wireless Internet provider. Xanadoo Co. was not among the Chapter 11 filers. The subsidiaries sought Chapter 11 protection after they were unable to restructure $52 million in 12.5% senior secured promissory notes that matured in May. The notes are owing to Beach Point Capital Management LP. Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless high-speed broadband service, including digital phone services, under the Xanadoo brand utilizing licensed frequencies in the 2.5 GHz frequency band. As of May 31, 2011, XLC served 12,000 subscribers in Texas, Oklahoma and Illinois. In the summer of 2010, the Debtors closed all of their retail stores and kiosks in its six operating markets and severed all fulltime sales personnel. Since the closings, the Debtors relied one key retailer in each market to serve as local point of presence to market customer transactions. Judge Peter J. Walsh presides over the case. Jonathan M. Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott Greenleaf, in Wilmington, Delaware, serve as counsel to the Debtor. Epiq Systems, Inc., is the claims and notice agent. NHB Advisors Inc. serves as their financial advisors. Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each estimated assets of $100 million to $500 million and debts of $50 million to $100 million. PERIAMA HOLDINGS: Fitch Assigns 'B' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has assigned US-based Periama Holdings LLC a Long- Term Foreign-Currency Issuer Default Rating of 'B'. The Outlook is Stable. The agency has also assigned PHL's US$75 million senior secured long-term debt a rating of 'B' and a recovery rating of 'RR4'. The FC IDR benefits from a one-notch uplift on account of potential support from JSW Steel Limited (JSWS -- one of the largest steel producers in India). Fitch has assessed the linkages between PHL and JSWS as moderate and believes that the latter will provide support to PHL, if required. The ratings reflect PHL's small size mining operations and that most of its mines have a reserve life of less than 10 years. However, Fitch notes that the company's largest mine has a reserve life of around 85 35 years based on current estimated levels of operations. The rating factors into the fact that only two of PHL's mines are operational, which constitute small portion of the reserves; one more mine is expected to be operational within the next two months. PHL is obtaining permits, and expects majority of its mines to be operational by FY12 (financial year ending 31 March 2012). PHL's operational costs are likely to be in the fourth quartile given the small scale of operations. JSWS acquired PHL's mining interests along with its railway load out and barge facility in May 2010 to secure its coking coal requirements. PHL is expected to contribute around 25%-30% to JSWS's coking coal requirements by FY14. It has entered into an off-take agreement with JSWS for its entire metallurgical coal output. This coupled with strong metallurgical coal prices driven by the current supply constraints is expected to benefit PHL. A positive rating action may result from successful operationalization of all PHL's mines. However, any significant delay in operationalization of mines and/ or a sharp fall in metallurgical coal prices resulting in deterioration of PHL's profits may have a negative impact on the ratings. Also, any weakening of PHL's linkages with JSWS or the latter's inability to provide support may result in a negative rating action. PHL holds mining interest in seven coal mines in West Virginia, USA. The total reserve of these mines is estimated at 52.4 million of coal, while the resource is estimated at 196.1m. PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+' ------------------------------------------------------------- Fitch Ratings has affirmed these ratings for Pioneer Natural Resources: -- Issuer Default Rating (IDR) at 'BB+'; -- Senior Unsecured Notes and Credit Facility at 'BB+'. The Rating Outlook is Stable. Approximately $2.7 billion of debt is affected. Pioneer's ratings continue to be supported by the company's long- lived onshore reserve base; positive production outlook stemming from volumetric production payment expirations and increased capital spending levels. They are also supported by the continued cash flow and liquidity support stemming from the company's sizable hedging program, high oil and natural gas liquids prices, proceeds from the Tunisia sale during the first quarter and from the joint venture with Reliance Industries Limited. While nearly all credit metrics have improved due to improved operational performance at the company and as a result of high liquids prices, continued improvement would need to be seen for positive future rating action. Continued improvements in debt metrics (both debt/EBITDA and debt/flowing barrel of production) could be catalysts for future positive rating action. Credit metrics continue to improve as of March 31, 2011 reflecting reduced debt levels, positive free cash flow generation and improving levels of EBITDAX (earnings before interest, taxes, depreciation, amortization and exploration expense) stemming from higher commodity price realizations and the company's vertical integration efforts which are helping to reduce well costs. Looking forward, Fitch expects Pioneer to benefit from significant existing hedges, increasing production levels and the potential for additional debt reductions and VPP amortizations. While FCF is expected to be negative in 2011, debt levels should remain stable as the company is working to reinvest the proceeds from the company's Tunisian asset sale which closed in February 2011. For the latest 12 months ending March 31, 2011, Pioneer's EBITDAX was $1.25 billion which resulted in interest coverage of 6.3 times (x) and leverage, as measured by debt-to-EBITDAX, of 2.1x. At year-end 2010, exploration and production (E&P) debt/boe (barrels of oil equivalent) of proven reserves was $2.81/boe ($.47/mcfe [thousand cubic feet equivalent]) and E&P debt/boe of proven developed reserves was $4.92/boe ($.82/mcfe). While these metrics remain very strong for the rating category, E&P debt/flowing barrel ended the year at $23,164, inline with the current rating category. It is important to note that E&P debt/boe metrics include asset retirement obligations and remaining VPP debt levels. Pioneer generated a negative $341 million of FCF during the LTM period. Fitch continues to expect Pioneer to generate negative free cash flows in 2011 as a result of the company's announcement to increase its capital expenditure program and reinvest proceeds from the Tunisian asset sale. Improved operating cash flows are being further supported by falling VPP obligations, increased hedging activity and the company's joint venture and associated drilling carry with Reliance. As a result, Pioneer is expected to grow production and reserves associated with the company's oil and liquids rich assets. While Pioneer's credit profile has continued to improve, rising debt levels (given the current asset base and production profile) or leveraging acquisitions or share repurchases could be a catalyst for negative rating action. Pioneer maintains liquidity from cash and equivalents ($520.7 million at March 31, 2011); its $1.25 billion credit facility (un- drawn on March 31, 2011); and operating cash flows of $1.1 billion during the LTM period which are supported by significant hedge positions. Current maturities are minimal; however, effective April 1, 2011 the company's 2.875% convertible senior notes became convertible at the option of the holders on March 31, 2011. Conversion would result in cash payments for the face value ($480 million) and the payment of approximately 2.9 million shares (valued at $295.4 million on March 31, 2011). Pioneer's new credit facility does not come due until March 2016 (a $1.25 billion facility with no outstanding borrowings and $65.1 million of undrawn letters of credit). In addition, since Fitch includes 100% of VPP balances in the debt calculations, debt levels will fall associated with VPP amortizations going forward. This includes approximately $44.3 million in 2011. Total VPP obligations at March 31, 2011 were $75.9 million. Additional liquidity is available to the company as a result of Pioneer Southwest. The presence of the master limited partnership benefits the parent company because of its ability to 'drop down' or sell assets to the MLP and the existence of a $300 million revolving credit facility at the MLP to finance these purchases. Note that the MLP currently has $85 million of outstanding borrowings on the facility. Additionally, Pioneer has the ability to sell additional units in the MLP to the public to raise additional capital without diluting Pioneer shareholders (Pioneer continues to own approximately 61.9% of LP units while also retaining the 0.1% GP units). Liquidity remains strong at Pioneer, and the company remains in compliance with all debt covenants. All of Pioneer's borrowings have covenants, with the most restrictive covenants being associated with the company's senior unsecured credit facility. Pioneer's new $1.25 billion senior unsecured credit facility contains a net present value of the company's oil and gas properties to total debt minimum of 1.75x and a total debt-to-book capitalization maximum of 60%. Should the company achieve an investment grade rating, the NPV covenant would fall away. PJ FINANCE: Asks for Nov. 15 Plan Filing Extension -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports PJ Finance Co. LLC, the owner of 9,500 apartment units in 32 projects, says it's entitled to an extension of the exclusive right to propose a Chapter 11 plan given how much it has been tied up in litigation with the secured lender since the Chapter 11 case began in March. PJ cites the lender's objection to the use of cash, the lender's motion to dismiss the Chapter 11 case, and the lender's objection to the retention of a financial adviser. Mr. Rochelle relates that at a July 20 hearing, the company will ask the judge to extend the exclusive right to propose a plan until Nov. 15. Torchlight Loan Services LLC, the special servicer for $475 million in mortgage-backed securities, contended that PJ's proposed financing is nothing except an effort to "entrench insiders" and "maintain control of the case." As grounds for dismissal of the case, Torchlight argued that the Chapter 11 filing wasn't made in good faith. Trade suppliers are owed $4.4 million, according to court papers. 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. PRESIDENTIAL REALTY: Receives Delisting Notice From NYSE AMEX ------------------------------------------------------------- Presidential Realty Corporation had received a notice from the Exchange, indicating that the Company is not in compliance with the Exchange's continued listing standard set forth in Section 1003(a)(iii) of the Exchange's Company Guide due to having stockholders' equity of less than $6,000,000 at March 31, 2011 and losses from continuing operations in its five most recent fiscal years ended December 31, 2010. As permitted by the Exchange, the Company currently expects to submit a plan to the Exchange by July 18, 2011 that demonstrates the Company's ability to regain compliance with the listing standard of Section 1003(a)(iii) of the Exchange's Company Guide by December 17, 2012. If the plan is accepted, the Company may be able to continue its listing during the remediation period, during which time it will be subject to periodic review to determine whether it is making progress consistent with the plan. The Company's Class B common stock continues to trade under the symbol "PDL-B" but the symbol will become subject to the indicator extension ".BC" to denote the Company's noncompliance with the Exchange's listing standard. The Company's Class A common stock trades in the over the counter market under the symbol PDNLA. About Presidential Realty Presidential Realty Corporation, a real estate investment trust whose shares are traded on the NYSE AMEX LLC (PDL-B) and the over the counter market (PDNLA), is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate. On January 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company's liabilities. As an alternative to the Plan of Liquidation, the Company has continued to consider various strategic alternatives in an attempt to maximize shareholder value, including a merger or consolidation with another company, a tender offer for the Company's shares, or other transaction involving a change in control of the Company, all of which would involve, among other matters, the acquirer intending to have the Company acquire new real estate assets and expand its operations. Although the Company has in the past negotiated and is currently negotiating with respect to potential strategic transactions, to date, no appropriate opportunity has been obtained. There can be no assurance that the Company will be able to sell any of its assets at prices that the Board of Directors deems fair or that the Company will be able to enter into a satisfactory strategic transaction. QUINCY MEDICAL: To Sell Hospital to Steward via Chapter 11 ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Quincy Medical Center Inc., the operator of a 196-bed acute-care hospital in Quincy, Massachusetts, filed a Chapter 11 petition to sell the operation to Steward Health Care System LLC for $38 million plus the assumption of $8.6 million in liabilities. Mr. Rochelle relates that the sale price will be tested with an auction. Boston-based Steward promises to make $34 million in capital improvements. Quincy Medical Center, Inc., doing business as Quincy Hospital, together with two affiliates, sought Chapter 11 protection (Bankr. D. Mass. Case No. 11-16394) on July 1, 2011. John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to the Debtors. Quincy disclosed assets of $73 million and liabilities of $79.4 million. Debt includes $56.4 million owing on secured bonds issued through a state health-care finance agency. There is another $2.5 million secured obligation owing to Boston Medical Center Corp. Accrued liabilities are $18.2 million. ROBERTS LAND: Decker Law Firm OK'd to Handle Reorganization Case ---------------------------------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida authorized Roberts Land & Timber Investment Corp., to employ The Decker Law Firm, P.A., as its bankruptcy counsel. Lake City, Florida-based Union Land & Timber Corp. and affiliate Roberts Land & Timber Investment Corp. filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on May 25, 2011. Judge Paul M. Glenn presides over the cases. Andrew J. Decker, III, Esq., at The Decker Law Firm, P.A., serves as bankruptcy counsel. The Debtor disclosed $2,376,170 in assets and $11,945,819 in liabilities as of the Chapter 11 filing. The petition was signed by Avery C. Roberts, president. ROUND TABLE: Asks for Independent Evaluation of Plan ---------------------------------------------------- Dow Jones' DBR Small Cap reports that attempting to diffuse a nasty fight with creditors, Round Table Pizza Inc. asked a California bankruptcy judge to appoint a financial expert to look over the restaurant chain's reorganization plan. About Round Table Pizza 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. SAINT VINCENTS: Settles Contract Claim for $1.2 Million ------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that a New York bankruptcy judge on Friday approved a settlement between Saint Vincent Catholic Medical Centers and a Siemens AG subsidiary, allowing the bankrupt hospital to pay $1.2 million in accordance with a contract for computer software and services. In 2010, Siemens Healthcare Diagnostics Inc. tried to force St. Vincent's to pay it for software and services it called vital to the hospital's operations. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951) on July 5, 2005. St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SANTA ROSA BAY: Fitch Downgrades Revenue Bonds to 'D' ----------------------------------------------------- Fitch Ratings has downgraded the underlying rating on approximately $115.9 million in outstanding Santa Rosa Bay Bridge Authority, FL (the authority) revenue bonds, series 1996 to 'D' from 'C'. A 'D' rating on Fitch's scale reflects a bankruptcy filing, payment default, or coercive debt exchange. Fitch downgraded the bonds to 'C' in June 2010. Rating Rationale: The downgrade reflects the authority's non-payment of the required $5,009,687.50 of principal and interest due on the bonds on the July 1, 2011 payment date. Due to authority's extremely constrained financial profile, stemming from continued poor traffic and revenue performance, cash flow from operations has been insufficient to make debt service payments requiring the authority to repeatedly draw on the debt service reserve fund. The trustee does currently hold $4.21 million, of which $2.09 million is in the remaining debt service reserve fund and $2.12 million in the interest account. Security: The bonds are secured by the pledge of gross revenues of the authority. Moneys paid by Florida Department of Transportation (FDOT) under the lease purchase agreement are not included in the gross revenues. Credit Summary: The authority's revenue generating asset is the Garcon Point Bridge, which traverses the Pensacola Bay from Garcon Point on the mainland to the Gulf Breeze Peninsula to the south. The toll facility extends from US 98 to the south to I-10 to the north, covering approximately 12 miles. Year-over-year traffic declines since July 2007 resulted in the authority being placed on Rating Watch Negative in fiscal 2008 (fiscal year ends June 30). Since this time, traffic has continued to decline (down 13.3%, 8.6% and 4.1% year-over-year for fiscal 2008, 2009 and 2010, respectively). Overall traffic has been considerably lower than the original plan of finance, with the authority's initial 1996 forecast projecting 3.6 million transactions in fiscal 2010 versus actual performance of 1.3 million, approximately 36% of originally forecasted levels. Traffic has continued to decline, albeit at a slower rate, down 2.6% for the first 10 months of fiscal 2011 (through April). The decline is largely attributed to the oil leak in the Gulf of Mexico and due to continued economic weakness. As part of its plan of finance, the authority implemented a $0.25 toll increase in January 2011 to partially mitigate revenue shortfalls. Although revenues increased by 5.2% between January and April versus the same time period in 2010, cash flow from operations were insufficient to cover all debt service costs. Additional toll increases are currently contemplated for 2014 and 2017; however, the escalating debt profile and current level of traffic make continued performance beyond this point unlikely. The existence of two free alternative routes (Pensacola Bay Bridge/US 98 to West, and State Route 87 to the East, currently being expanded from two lanes to four) will increasingly limit any remaining ratemaking flexibility. Under a lease purchase agreement with the authority, FDOT pays operating and maintenance (O&M) expenses for the bridge and remits all tolls collected to the authority as lease payments. The term of the lease runs through the life of the bonds and terminates in 2028, at which point FDOT will own the bridge. Though the current agreement states that FDOT is to be reimbursed annually from toll revenues for payment of O&M, these reimbursements are deeply subordinated to debt service and roll over the to the following year should sufficient revenues be unavailable. FDOT has paid O&M expenses since the project's inception and is expected to do so for the foreseeable future. The authority's total liability to FDOT as of fiscal 2010 year end includes O&M advances of $15.1 million accrued as long-term debt and $7.9 million from non- interest-bearing Toll Facility Revolving Trust Fund loans made to the authority to cover initial bridge design costs. SIGNATURE STYLES: U.S. Trustee, Committee Oppose Sale Terms ----------------------------------------------------------- The trustee overseeing the case of Signature Styles told a judge that Signature Styles, a division of private equity firm Patriarch Partners that was formed to purchase Spiegel Brands two years ago, shouldn't receive approval of its proposed bidding procedures. According to those procedures, Artemiss LLC, a newly-formed division of private equity firm Patriarch Partners, would become the stalking horse bidder in exchange for assumption of $30 million in debt and as much as $10 million in other liabilities. According to court documents, the official committee of unsecured creditors appointed in the case is "gravely concerned that the sale process currently proposed by the debtors is woefully deficient, crafted solely to benefit Patriarch, provides no benefit to the debtors' estates and is nothing more than half- hearted window dressing intended to cloak Patriarch's efforts to cleanse the debtors' balance sheet of unsecured indebtedness with the appearance of fairness and equity." According to the report, Chris Kampe, managing director for investment firm Tully & Holland, says when the court chooses a stalking horse bidder, which is what Patriarch is trying to be, it then moves to a 11 U.S.C. Sec. 363 sale auction -- whereby multiple parties invited to the auction could outbid Artemiss, or whoever is designated the stalking horse bidder, by an agreed upon amount and buy the company. If no one outbids Artemiss, then Artemiss wins the auction at the agreed upon price, Mr. Kampe says. If another party outbids Artemiss, then Artemiss would receive a breakup fee of $300,000 -- which the trustee called too high an amount. 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. Roberta A. Deangelis, United States Trustee for Region 3, under 11 U.S.C. SEC 1102(a) and (b), appointed the following amended unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of Signature Styles LLC. SMOKY MOUNTAIN: Keith L. Edmiston OK'd as Bankruptcy Counsel ------------------------------------------------------------ The Hon. Richard Stair of the Bankruptcy Court for the Eastern District of Tennessee authorized Smoky Mountain Motels, Inc., to employ Keith L. Edmiston, Esq. as counsel. Mr. Edmiston, Esq., at Gribble Carpenter & Associates, will represent the Debtor in the Chapter 11 proceedings. Mr. Edmiston charges $200 an hour for his services. To the best of the Debtor's knowledge, Mr. Edmiston does not hold any adverse interest to the estate and is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). About Smoky Mountain Motels Smoky Mountain Motels, Inc., operates a namesake motel and convention center in Pigeon Forge, Sevier County, Tennessee. It filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No. 11-32571) on May 27, 2011. The Debtor disclosed $9,749,990 in assets and $7,797,785 in liabilities as of the Chapter 11 filing. The petition was signed by Kenneth M. Seaton, president. Judge Richard Stair Jr. presides over the case. The Debtor is represented by Keith L. Edmiston, Esq., at Gribble Carpenter & Associates. GreenBank, the cash collateral lender, is represented by lawyers at The Miller Law Firm PLLC. SMOKY MOUNTAIN: Files Schedules of Assets and Liabilities --------------------------------------------------------- Smoky Mountain Motels, Inc., filed with the Bankruptcy Court for the Eastern District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,000,000 B. Personal Property $1,749,990 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,781,000 E. Creditors Holding Unsecured Priority Claims $735 F. Creditors Holding Unsecured Non-priority Claims $16,050 ----------- ----------- TOTAL $9,749,990 $7,797,785 About Smoky Mountain Motels Smoky Mountain Motels, Inc., operates a namesake motel and convention center in Pigeon Forge, Sevier County, Tennessee. It filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No. 11-32571) on May 27, 2011. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Kenneth M. Seaton, president. Judge Richard Stair Jr. presides over the case. The Debtor is represented by Keith L. Edmiston, Esq., at Gribble Carpenter & Associates. GreenBank, the cash collateral lender, is represented by lawyers at The Miller Law Firm PLLC. TERRESTAR NETWORKS: Loral Files Lone Major Objection to Sale ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that TerreStar Networks Inc. will ask the bankruptcy judge at a hearing today, July 7, to approve the sale of the business to Dish Network Corp. for $1.38 billion. According to the report, the only significant objections are from subsidiaries of Loral Space & Communications Inc. and AT&T Inc. New York-based Loral built two satellites, one already in orbit. It claims $43 million in arrears must be paid for the contracts to continue after the Dish acquisition. TerreStar has admitted owing only $5.6 million. AT&T, based in Dallas, contends that $23,000 must be paid for its contracts to continue. 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. TerreStar has signed a contract to sell its business to Dish Network Corp. for $1.38 billion. TerreStar cancelled a June 30 auction because there were no competing bids submitted by the deadline. TRIBUNE CO: Proposes Ernst & Young as Auditor --------------------------------------------- Tribune Co. and its units seek the Bankruptcy Court's permission to employ Ernst & Young LLP as the accounting firm, as the term is defined in a formation agreement. The Debtors also seek permission from the Court to enter into an engagement letter with Ernst & Young and Ricketts Acquisition. Pursuant to the Formation Agreement dated August 21, 2009 among Rickets Acquisition LLC; RAC Education Trust OCA, LLC; Tribune; Chicago National League Ball Club, LLC; Wrigley Field Premium Ticket Services, LLC; Diana-Quentin, LLC; Tribune Sports Network Holdings, LLC and Chicago Cubs Dominican Baseball Operations, LLC, whereby Chicago Baseball Holdings, LLC was created to effect various transactions. Under the Formation Agreement, the business and assets of the Chicago Cubs Major League Baseball franchise were contributed to New Cubs LLC and certain cash distributions were made to CNLBC. Pursuant to the Formation Agreement, the Debtors and Rickets Acquisition have chosen to retain E&Y to review and resolve certain issues set forth in a notice of disagreement. As the accounting firm, Ernst & Young will: * review and consider initial briefs and relevant data, reports, work papers correspondence, affidavits, exhibits, and others that Tribune and Ricketts Acquisition submit in support of their positions; * review and consider Tribune's and Ricketts Acquisition's rebuttal briefs to the initial submissions, which will be limited in scope to the specific matters or arguments addressed in the other party's initial brief; * submit supplemental questions to Tribune and Ricketts Acquisition; * review and consider the parties' responses to E&Y's supplemental questions; * prepare and issue a final determination letter. The Debtors assure the Court that the dispute resolution services the Engagement Letter contemplates will not be duplicative of those services any of the Debtors' currently-retained professionals provide. The parties will pay E&Y's professionals according to their customary hourly rates: Title Rate per Hour ----- ------------- Partner/Principal/Executive Director $975 Senior Manager $740 Manager $595 Senior $430 Staff $300 E&Y will also be reimbursed for expenses incurred or to be incurred. E&Y will begin work upon receiving a $25,000 retainer from each party that will be applied to the firm's last invoice or refunded to the extent the invoice is less than the amount of the remaining retainer. In connection with the engagement of E&Y to act as the Accounting Firm, Tribune and Ricketts Acquisition have also entered into a Side Letter. The Side Letter provides that while the Parties' obligations to indemnify E&Y under the Engagement Letter are joint and several, Tribune and Ricketts Acquisition agree that as between Tribune and Ricketts Acquisition, each of Tribune and Ricketts Acquisition will bear 50% of the indemnification obligations, provided that in the event a third party initiates a claim that results in indemnification obligations solely on the basis of a relationship with only one of Tribune or Ricketts Acquisition, that party will bear 100% of the indemnification obligation. Gregory E. Wolski, a partner at E&Y, discloses that Foley & Lardner LLP represents Ricketts Acquisition in connection with the proposed engagement. Foley has represented or currently represents E&Y in litigation matters and has represented and currently represents E&Y with respect to bankruptcy retention, and avoidance action issues. All those matters are unrelated to the Debtors and their bankruptcy cases, he says. Moreover, McDermott Will & Emery LLP represents Tribune in connection with the proposed engagement. MWE has provided and currently provides tax advice to E&Y and has represented or currently represents E&Y in matters unrelated to the Debtors, he points out. Mr. Wolski maintains that E&Y remains a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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: Revives Talks to Buy Orange County Register ------------------------------------------------------- Tribune Co. revived talks with Freedom Communications Inc. to purchase the Orange County Register in California, Lynne Marek of Crain's Chicago Business reports. The development comes as negotiations with MediaNews Group Inc. on the sale of Freedom's flagship paper fell through, according to people familiar with the talks, the report cites. Tribune's bid however could be complicated with its ongoing bankruptcy case, the report states. A Tribune spokesperson declined to comment on the matter. Combining the markets of the Los Angeles Times, which is owned by Tribune, and the Orange County Register is the biggest daily paper could be appealing to advertisers, the report 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: Restructures Media Services Business ------------------------------------------------ Tribune Company announced last month a restructuring of the two major lines of business at Tribune Media Services (TMS). The "Entertainment Products" division, a global leader in entertainment navigation and the provider of industry-leading databases of television, movie and celebrity information to thousands of companies, will operate as a stand-alone business and be part of Tribune Company's valuable portfolio of digital and other non-traditional media assets. The "News & Features" division of TMS, which syndicates content to a broad array of print and online customers, will be integrated with Tribune Publishing's other content operations. "TMS is a great business, with world-class products and talented, dedicated employees," said Eddy Hartenstein, Tribune's chief executive officer. "These changes will enable us to continue growing the very successful Entertainment Products division, and to forge an even tighter relationship between the content and marketing capabilities of TMS' News & Features division and those of Tribune's newspapers and websites." The News & Features division will be overseen by Walter Mahoney, currently SVP/McClatchy-Tribune Information Services, one of the world's leading supplemental news services. Mahoney will report to Tony Hunter, president and chief executive officer of Chicago Tribune Media Group. Jay Fehnel will continue to oversee the Entertainment Products group as SVP/Chief Operating Officer, and will report to Dan Kazan, SVP/Investments at Tribune Company. As part of the restructuring, David Williams, president and chief executive officer of TMS, will be leaving the company. Williams will serve as a consultant to TMS during the reorganization process. "David Williams' vision and leadership at TMS have been extraordinary," said Mr. Hartenstein. "He's helped build the business from the ground up and we are fortunate he's agreed to stay on during this transition." Tribune Company is one of the country's leading multimedia companies, operating businesses in broadcasting, publishing, and interactive. The company's broadcasting group operates 23 television stations, WGN America on national cable and Chicago's WGN-AM. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, The Baltimore Sun, Sun Sentinel (South Florida) , Orlando Sentinel, Hartford Courant, The Morning Call and Daily Press. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience. 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) ULTIMATE ESCAPES: Files Liquidating Plan; Capital Source Paid 100% ------------------------------------------------------------------ Ultimate Escapes Holdings, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware on June 29, 2011, a disclosure statement explaining the Debtors' Chapter 11 Liquidating Plan. A cornerstone of the Plan is the implementation of a settlement between the Debtors, CapitalSource, and each of their respective affiliates, with respect to all issues in dispute including causes of action against CSapitalSource. CapitalSource is the prepetition secured lender as well as the DIP lender. The Plan contemplates the transfer of any "remaining assets," which include available cash and any causes of action, to a Liquidating Trust. The liquidating trustee will make distributions to the creditors pursuant to the Plan. The Plan designates six Classes of Claims and Interests. Under the Plan, claimants in Classes 1, 2 and 3 are unimpaired, while Claimants in Classes 4 and 5 are impaired. Holders of Class 6 interests are deemed to reject the Plan. Pursuant to the Plan, holders of the Class 1 Allowed Prepetition Secured Lender Claim will receive 100% payment from the proceeds from the sale of substantially all of the Debtors' Assets. Pursuant to the CapitalSource Settlement, the Allowed Postpetition Secured Lender Claim in Class 2 is deemed satisfied is full, and the DIP Lender is not entitled to vote on account of its Class 2 Claims. Holders of Allowed Tax and Other Priority claims in Class 3 will likewise be paid 100% of their claims. Holders of Allowed Other Secured Claims in Class 4 will receive, at the option of the Debtors or the Liquidating Trustee, one of the following forms of treatment: (a) full payment in Cash; (b) the Debtors will abandon the property; or (c) such other treatment as the Holder and the Debtors or the Liquidating Trustee will have agreed upon in writing; or (d) such Holder will retain its lien securing its Allowed Class 4 Other Secured Claim. Holders of Allowed General Unsecured Claims in Class will each receive its Pro Rata Share of the Distribution. Estimated recovery for this Class was not disclosed. Holders of Class 6 Interests will not receive or retain any Distribution under the Plan. Class 6 is presumed to have rejected the Plan. A copy of the Disclosure Statement in support of the Debtor's Liquidating Plan is available at: http://bankrupt.com/misc/ultimateescapes.DS.pdf About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a luxury destination club that sold club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12915) on Sept. 20, 2010. Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W. Ito, Esq., at Polsinelli Shughart PC, represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. UNIVERSAL ORLANDO: Fitch Places 'BB+' IDR on Watch Positive ----------------------------------------------------------- Fitch Ratings has placed the 'BB+' Issuer Default Rating assigned to Universal City Development Partners, Ltd. on Rating Watch Positive. Universal Orlando is a wholly owned indirect subsidiary of NBCUniversal Media, LLC. NBCuniversal's IDR remains at 'BBB'. Approximately $625 million of debt outstanding as of March 31, 2011 is affected by Fitch's action. Fitch's rating action follows NBCUniversal's announcement that it intends to launch a consent solicitation and offer to fully and unconditionally guarantee Universal Orlando's 8.875% senior unsecured notes due 2015 and its 10.875% senior subordinated notes due 2016. Fitch anticipates that the guaranty will be structured as a guaranty of payment, and the release of NBCUniversal's guaranty obligation will only be upon discharge or defeasance of Universal Orlando's senior and subordinated notes. In return for NBCUniversal's guaranty, the Universal Orlando bondholders will be asked to consent to an amendment to the terms of the senior notes and the senior subordinated notes to conform the covenants and events of default to those contained in NBCUniversal's $9.1 billion of outstanding senior unsecured notes. From Fitch's perspective, the proposed consent solicitation is a modest positive event for NBCUniversal's credit profile. The proposed guaranty of Universal Orlando's debt would simplify NBCUniversal's capital structure and create a single-level plane for the majority of NBCUniveral's debt. Additionally the guaranty affirms Universal Orlando's strategic ties to NBCUniversal. NBCUniversal will need to receive the consent of greater than 50% of the principal amount of both the senior notes and the senior subordinated notes for the guaranty and the amendments to become effective. Upon a successful conclusion of the consent solicitation process, Universal Orlando's outstanding senior notes and senior subordinated notes will be effectively pari passu with NBCUniversal's outstanding senior unsecured notes. Resolution of the Rating Watch will be predicated on the result of the consent solicitation. If the consent solicitation process is successful, Fitch would treat the Universal Orlando notes pari passu with the existing NBCUniversal senior unsecured debt. In other words, Fitch would anticipate upgrading the IDR assigned to Universal Orlando to 'BBB', upgrading the rating assigned to the company's senior notes to 'BBB' and the senior subordinated notes to 'BBB-'. In the event the consent solicitation process fails, Fitch would affirm Universal Orlando's existing ratings. NBCUniveral also indicated that the company closed its previously announced acquisition of The Blackstone Group, LP's 50% equity interest in Universal Orlando for approximately $1.02 billion. The funding of the purchase price was in line with Fitch's previous expectations and included a combination of cash on hand, borrowings under NBCUniversal's revolving credit facility and proceeds from a one-year $250 million subordinated loan to NBCUniversal from Comcast Corporation. Fitch notes the transaction is not leveraging (on a pro forma basis), and NBCUniversal's credit protection metrics remain within Fitch's expectations for the 'BBB' ratings category. Fitch has placed these ratings on Rating Watch Positive: Universal City Development Partners, Ltd. -- IDR 'BB+'; -- Senior unsecured debt 'BB+'; -- Senior subordinated debt 'BB'. WASHINGTON MUTUAL: Litigation Tracking Warrants Seek Own Committee ------------------------------------------------------------------ Washington Mutual Inc. should have a third official committee to represent holders of litigation tracking warrants, seven holders of the securities argued in papers filed in U.S. Bankruptcy Court in Delaware on July 1, according to reporting by Bill Rochelle, the bankruptcy columnist for Bloomberg News. The report relates that holders of the securities, known as DIMEQs because of the ticker symbol, want the bankruptcy judge to consider appointing an official committee at the July 13 confirmation hearing, when WaMu will be seeking approval of the sixth amended Chapter 11 plan for the bank holding company. Mr. Rochelle relates that WaMu filed papers July 5 saying there is no need to rush, given that the warrant holders waited until the reorganization was almost over before seeking an official committee. WaMu said the real purpose of the motion for an official committee is to have the company bear the cost of the trial, to begin in September, which will decide how the warrants should be treated under the plan. For the time being, a $337 million escrow will be created to cover the warrant holders should they be determined to have the status of creditors. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the contemplated transactions are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. WMI has filed with the Bankruptcy Court a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. WASHINGTON MUTUAL: Objects to Dime LTW Holders Shorten Notice ------------------------------------------------------------- BankruptcyData.com reports that Washington Mutual filed with the U.S. Bankruptcy Court an objection to the motion to shorten notice filed by a group of Dime LTW Holders with respect to the motion for an order appointing an official committee of Dime LTW Holders. According to BData, the Debtors assert, "The TWP Committee motion is a distraction from the key issues before Court and all parties in interest - consideration of the Debtors' plan. The movants should not be permitted to distract the Court or the Debtors from that task by shortening notice on their belated and unwarranted motion." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of Delaware entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. Washington Mutual has filed with the Bankruptcy Court a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. WATER STREET: Wants to Access Financing From DeRogatis ------------------------------------------------------ Water Street Development Partners LP asks the U.S. Bankruptcy Court for the Northern District of Texas for authority to obtain $10,000 in unsecured financing from Robert DeRogatis, the owner of the Debtor's general partner, to fund its ongoing operating expenses. The Debtor says the money will be used to: a) cover professional fees and expenses, including the U.S. Trustee, estate counsel and other professionals; b) cover other administrative costs, including the required service of motions, notices and other pleadings; c) cover any post-petition obligations arising under the debtor- in-possession's duties under the Bankruptcy Code or Rules or Guidelines of the U.S. Trustee; and d) pay expenses incurred by Water Street in the ordinary course of its business. The Debtor says the financing has 0% interest rate. About Water Street Development Partners Southlake, Texas-based Water Street Development Partners, L.P., filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11- 42841) on May 13, 2011. Judge Russell F. Nelms presides over the case. The Law Office of Mark B. French serves as the Debtor's bankruptcy counsel. Robert DeRogatis is a limited partner of the Debtor and holds a 99% equity interest. Water Street Management LLC holds the other 1% stake. * Electing to Pay Auto Lease Isn't Assumption of Lease ------------------------------------------------------ If an individual in Chapter 7 decides to retain an auto and later fails to make payments, the debt on the auto is nonetheless discharged, U.S. District Judge Robert J. Jonker in Grand Rapids, Michigan, ruled on July 1 while reversing the bankruptcy court, according to Bill Rochelle, the bankruptcy columnist for Bloomberg News. "If a trustee may not assume a personal property lease without judicial approval, it makes little sense that a debtor would be permitted to do so unsupervised," Jonker said in his 14-page opinion. The case is Thompson v. Credit Union Financial Corp. (In re Thompson), 10-1036, U.S. District Court, Western District Michigan (Grand Rapids). * Liquidity Stress on Junk Companies Improved in June ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that even with "threatening storm clouds from a downshift in the U.S. economy," the number of junk-rated companies experiencing financial distress fell after a "slight uptick in May," Moody's Investors Service said in a July 1 report. The liquidity stress index shrank in June to 3.9%, a record low, Moody's said. The index increased in May for the first time since August 2010, to 4.4%. The peak was 20.9% in March 2009. The percentage of companies with loan covenant stress also declined last month. The covenant stress index was 2% in June, a six-year low, Moody's said. * Chambers Ranks Dorsey Anchorage Attorneys Among the Best ---------------------------------------------------------- Chambers and Partners survey of law firms has ranked multiple Dorsey & Whitney LLP practice groups and individual lawyers in Alaska as among the best. Three Dorsey practice groups in Alaska received the top ranking from Chambers (Band One) and five different Dorsey attorneys were individually ranked, several in multiple practice areas. The Dorsey lawyers and practices recognized are: -- Corporate/M&A: Richard Rosston, Michael Mills, Spencer Sneed -- Bankruptcy: Michael Mills, Spencer Sneed -- Litigation: Jahna Lindemuth, Robert Bundy, Spencer Sneed -- Real Estate: Richard Rosston In their annual review of the US legal services market, Chambers ranks practices and lawyers within states and at the national level. The Chambers rankings are based on an intensive on-going research methodology that includes in-depth interviews of lawyers and their clients. "We are pleased that Chambers has ranked numerous Dorsey lawyers and practices among the best in Alaska," said Jahna Lindemuth, head of Dorsey's Anchorage office. "We have a strong team that consistently produces outstanding legal work and exceptional client service." Dorsey recently expanded its Anchorage office with the addition of two lawyers and a paralegal. Katherine Demarest joined as an associate in the Trial group. Kate clerked for both the Sixth Circuit Court of Appeals and the Minnesota Supreme Court. Amber Kocsis, an associate in the Corporate group, transferred to Anchorage from Dorsey's Minneapolis office. Amber was born and raised in Alaska. She is a Doyon shareholder. Dorsey also added Rebeca Mosquera-Durling, a bilingual lawyer from Panama, as a legal assistant. These additions bring further depth to Dorsey's highly regarded Anchorage team. About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With 600 lawyers in 19 locations in the United States, Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the financial services, life sciences, technology, agribusiness and energy sectors, as well as major non-profit and government entities. * Jonathan Steeler Named to Executive Committee at Ryley Carlock ---------------------------------------------------------------- Denver attorney Jonathan H. Steeler has been named to the Executive Committee of Ryley Carlock & Applewhite, a leading regional firm of more than 100 lawyers with law offices in Arizona and Denver. His term begins immediately. Jon Steeler, a shareholder with Ryley Carlock, joins five other attorneys from Phoenix and Denver who also serve on the Executive Committee. As a member of the committee, Steeler will contribute to the overall strategy and management of firm operations, including the Denver office, three law offices in Arizona, and document review and information management centers in Arizona and in Grand Rapids, Michigan. Steeler announced his move to the Denver office of Ryley Carlock & Applewhite from Isaacson Rosenbaum P.C. following its June 30 closure. Along with Steeler, 11 other Isaacson Rosenbaum attorneys were also hired by Ryley Carlock beginning July 1. "This is a group of very strong lawyers, many of whom are leaders in their respective law practices as well as in their communities. All will play important roles at Ryley, beginning with Jon Steeler's appointment to the Executive Committee. Jon is strategic, smart and very experienced, and we are delighted to have him in management," said Rodolfo Parga, Jr., managing shareholder of the firm and chairman of the Executive Committee. Steeler, who served as chief executive officer of Isaacson Rosenbaum from 2001 to 2009, has practiced corporate law and environmental law since 1979. He represents clients in acquiring, selling, forming and financing businesses as well as assisting in the development of environmentally challenged properties and defending environmental enforcement actions. "I am delighted to join the exceptional group of attorneys at Ryley Carlock and to be named to serve in a management role. My goal will be to help formulate plans and actions to continue to provide optimal service to our valued clients as well as new clients in Denver and the Rocky Mountain Region," Steeler said. Steeler's environmental practice is nationally recognized, and he was named to the 2010 International Who's Who of Environmental Lawyers, one of 25 Colorado attorneys to be acknowledged alongside attorneys from countries around the world. He is listed as both a Best Lawyer in America and a Colorado Super Lawyer. Steeler received his undergraduate degree from the University of Colorado and his law degree from Gonzaga University School of Law. Ryley Carlock & Applewhite's Denver office ranks among the highest per capita of Super Lawyers, and its Environmental and Water practitioners are ranked in Chambers USA as leading lawyers. The firm and its Denver office provide full service legal advice to businesses and entities in the areas of corporate and business, real estate, lending, bankruptcy and finance, litigation, environmental law, employment law, taxation and estates, and intellectual property. * Mintz Levin Attorney Named One of 2011 Attorneys Who Matter ------------------------------------------------------------- Paul E. Pelletier, a Member of the Litigation Section of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., has been named as one of the 2011 Attorneys Who Matter by the Ethisphere Institute. The Ethisphere Institute, a leading international think-tank dedicated to the research and promotion of best practices in corporate ethics and compliance, selects individuals for the Attorneys Who Matter list based on their commitment to advancing corporate ethics and compliance. Individuals are chosen based on a number of criteria including recognized expertise, peer and client endorsements, number of cases won and public service. Mr. Pelletier was named in the "Top Guns" category, one of six possible categories. Mr. Pelletier, who recently joined Mintz Levin after serving as the former Principal Deputy Chief for Litigation for the Department of Justice Criminal Division's Fraud Section, is a Member in the firm's White Collar Defense, Health Care Enforcement Defense, Foreign Corrupt Practices Act (FCPA) and Corporate Compliance and Internal Investigations Practice Groups. During his tenure with the Department of Justice, Mr. Pelletier led the Criminal Division's fraud enforcement efforts in the wake of the financial crisis of the late 90's and recent debt and banking crises. Mr. Pelletier worked on and supervised several major corporate fraud cases including investigations of PNC, AIG, General Reinsurance, Enron, Qwest and BP. He also spearheaded the development of a health care fraud strike force comprised of enforcement teams across the United States and worked with various United States Attorney's Offices to review settlement terms, including global resolution outcomes, with pharmaceutical and medical device companies. In addition, Mr. Pelletier supervised the DOJ Foreign Corrupt Practices Act unit at the national level. Mr. Pelletier also served as Chief of the Economic Crime Section where he supervised and prosecuted a variety of significant securities, health care and bankruptcy fraud cases. Additionally, as a Prosecutor and Deputy Chief for the Narcotics Section of the U.S. Attorney's Office for the Southern District of Florida, Mr. Pelletier prosecuted many sophisticated drug and money laundering enterprises. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Bruce Chatman Bankr. D. Md. Case No. 11-23233 Chapter 11 Petition filed June 26, 2011 In Re George Sowers Bankr. E.D. Va. Case No. 11-34179 Chapter 11 Petition filed June 26, 2011 In Re DENNER LLC Bankr. D. Ariz. Case No. 11-18464 Chapter 11 Petition filed June 27, 2011 filed pro se In Re R. Cusack Bankr. D. Ariz. Case No. 11-18482 Chapter 11 Petition filed June 27, 2011 In Re Gary Beckwith Bankr. W.D. Ark. Case No. 11-72980 Chapter 11 Petition filed June 27, 2011 In Re Streets of Venice, LLC Bankr. C.D. Calif. Case No. 11-37543 Chapter 11 Petition filed June 27, 2011 filed pro se In Re Wise Systems, Inc. Bankr. C.D. Calif. Case No. 11-37687 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/cacb11-37687.pdf In Re Patrick Fagundes Bankr. E.D. Calif. Case No. 11-35879 Chapter 11 Petition filed June 27, 2011 In Re 385 Autumn Avenue Partners, Inc. Bankr. N.D. Calif. Case No. 11-56003 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/canb11-56003p.pdf See http://bankrupt.com/misc/canb11-56003c.pdf In Re Moda Three, LLC dba Vida Spa & Salon dba Moda Spa & Salon Bankr. N.D. Ga. Case No. 11-68526 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/ganb11-68526.pdf In Re Lakehouse Restaurant, Inc. Bankr. N.D. Ill. Case No. 11-26521 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/ilnb11-26521.pdf In Re Mark Mysiewicz Bankr. N.D. Ill. Case No. 11-26609 Chapter 11 Petition filed June 27, 2011 In Re Shaffer Investment Properties, LLC Bankr. N.D. Ind. Case No. 11-12473 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/innb11-12473.pdf In Re Goldsberry's Transmission Repair, Inc. Bankr. S.D. Ind. Case No. 11-08107 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/insb11-08107.pdf In Re Niemi's, Inc. Bankr. D. Minn. Case No. 11-50755 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/mnb11-50755.pdf In Re Armando Barrera-Ortiz Bankr. D. Nev. Case No. 11-20032 Chapter 11 Petition filed June 27, 2011 In Re B&H Printers, Inc. Bankr. D. N.J. Case No. 11-29377 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/njb11-29377.pdf In Re Friend Tri New York Inc. aka Friend House aka Hea Hea Bar Restaurant Bankr. S.D. N.Y. Case No. 11-13099 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/nysb11-13099.pdf In Re Sonja Sweeney Bankr. W.D. N.Y. Case No. 11-21269 Chapter 11 Petition filed June 27, 2011 In Re Edgar Sanchez Rivera Bankr. D. Puerto Rico Case No. 11-05362 Chapter 11 Petition filed June 27, 2011 In Re Jose Perez Jimenez Bankr. D. Puerto Rico Case No. 11-05387 Chapter 11 Petition filed June 27, 2011 In Re Clarence Summey Bankr. M.D. Tenn. Case No. 11-06330 Chapter 11 Petition filed June 27, 2011 In Re Murray Wilhoite Bankr. M.D. Tenn. Case No. 11-06339 Chapter 11 Petition filed June 27, 2011 In Re Kents Muffler and Auto Inc. Bankr. D. Utah Case No. 11-29455 Chapter 11 Petition filed June 27, 2011 See http://bankrupt.com/misc/utb11-29455.pdf In Re L and L Maintenance Contractors Inc. dba Seattle Best Clean Bankr. W.D. Wash. Case No. 11-17646 Chapter 11 Petition filed June 27, 2011 filed pro se In Re Malcolm Owens Bankr. C.D. Calif. Case No. 11-30950 Chapter 11 Petition filed June 28, 2011 In Re Richard Schotts Bankr. C.D. Calif. Case No. 11-37828 Chapter 11 Petition filed June 28, 2011 In Re R&R Concrete, Inc. dba The Bedrock Company Bankr. C.D. Calif. Case No. 11-30970 Chapter 11 Petition filed June 28, 2011 See http://bankrupt.com/misc/cacb11-30970.pdf In Re Scott Noll Bankr. C.D. Calif. Case No. 11-19132 Chapter 11 Petition filed June 28, 2011 In Re Norman Low Bankr. E.D. Calif. Case No. 11-92299 Chapter 11 Petition filed June 28, 2011 In Re Ronald Evans Bankr. E.D. Calif. Case No. 11-35918 Chapter 11 Petition filed June 28, 2011 In Re Raquel Barrios Bankr. S.D. Calif. Case No. 11-10631 Chapter 11 Petition filed June 28, 2011 In Re Douglas Gremald Bankr. M.D. Fla. Case No. 11-12214 Chapter 11 Petition filed June 28, 2011 In Re Jalaram Sai Inc. dba Budget Inn Bankr. M.D. Fla. Case No. 11-04765 Chapter 11 Petition filed June 28, 2011 See http://bankrupt.com/misc/flmb11-04765.pdf In Re Scott Brocious Bankr. M.D. Fla. Case No. 11-12283 Chapter 11 Petition filed June 28, 2011 In Re Wilma Kitchings Bankr. S.D. Ga. Case No. 11-60346 Chapter 11 Petition filed June 28, 2011 In Re Gene Hardwick Bankr. C.D. Ill. Case No. 11-91237 Chapter 11 Petition filed June 28, 2011 In Re Comfort Bedding & Furniture, Inc. Bankr. D. Mass. Case No. 11-42740 Chapter 11 Petition filed June 28, 2011 See http://bankrupt.com/misc/mab11-42740.pdf In Re Emerson Foster Bankr. D. Mass. Case No. 11-16146 Chapter 11 Petition filed June 28, 2011 In Re A-Z Manufacturing and Sales Company, Incorporated fka A-Z Acquisition Corp. Bankr. W.D. Mo. Case No. 11-43025 Chapter 11 Petition filed June 28, 2011 See http://bankrupt.com/misc/mowb11-43025.pdf In Re Ramis Barquet Bankr. S.D. N.Y. Case No. 11-13117 Chapter 11 Petition filed June 28, 2011 In Re Jeffrey Wickersham Bankr. S.D. Ohio Case No. 11-56767 Chapter 11 Petition filed June 28, 2011 In Re H&P Contractors, Inc. Bankr. D. Puerto Rico Case No. 11-05395 Chapter 11 Petition filed June 28, 2011 See http://bankrupt.com/misc/prb11-05395.pdf In Re Hameen, Yusef B. Sr. Bankr. D. S.C. Case No. 11-04072 Chapter 11 Petition filed June 28, 2011 In Re Amanda Goodrich Bankr. W.D. Tenn. Case No. 11-11894 Chapter 11 Petition filed June 28, 2011 In Re Donna Chilleen Bankr. D. Ariz. Case No. 11-18722 Chapter 11 Petition filed June 29, 2011 In Re Hoh Yoon Bankr. C.D. Calif. Case No. 11-38089 Chapter 11 Petition filed June 29, 2011 In Re Larry Puglisi Bankr. C.D. Calif. Case No. 11-31241 Chapter 11 Petition filed June 29, 2011 In Re Patrick Merritt Bankr. C.D. Calif. Case No. 11-19154 Chapter 11 Petition filed June 29, 2011 In Re Robert Deichman Bankr. M.D. Fla. Case No. 11-04799 Chapter 11 Petition filed June 29, 2011 In Re SIPS Team, Inc. dba SIPS Team USA Bankr. N.D. Fla. Case No. 11-40516 Chapter 11 Petition filed June 29, 2011 See http://bankrupt.com/misc/flnb11-40516.pdf In Re Marlin Electrical Contractor Corporation Bankr. S.D. Fla. Case No. 11-28127 Chapter 11 Petition filed June 29, 2011 See http://bankrupt.com/misc/flsb11-28127.pdf In Re Charles Cole Bankr. D. Md. Case No. 11-23524 Chapter 11 Petition filed June 29, 2011 In Re Edward Thomas Bankr. E.D. Mich. Case No. 11-22265 Chapter 11 Petition filed June 29, 2011 In Re Johnny Ward Bankr. D. Nev. Case No. 11-20347 Chapter 11 Petition filed June 29, 2011 In Re Lone Ranger Holdings, Inc. Bankr. D. Nev. Case No. 11-20243 Chapter 11 Petition filed June 29, 2011 See http://bankrupt.com/misc/nvb11-20243.pdf In Re Wendell West Bankr. N.D. Okla. Case No. 11-11873 Chapter 11 Petition filed June 29, 2011 In Re BS Burgers and Steaks Draft House, Inc. Bankr. W.D. Pa. Case No. 11-24114 Chapter 11 Petition filed June 29, 2011 See http://bankrupt.com/misc/pawb11-24114p.pdf See http://bankrupt.com/misc/pawb11-24114c.pdf In Re Tega Operating Co. Bankr. E.D. Texas Case No. 11-41990 Chapter 11 Petition filed June 29, 2011 See http://bankrupt.com/misc/txeb11-41990.pdf In Re Douglas Helton Bankr. E.D. Wash. Case No. 11-03210 Chapter 11 Petition filed June 29, 2011 In Re Dino Bulleri Bankr. D. Ariz. Case No. 11-18880 Chapter 11 Petition filed June 30, 2011 In Re Russell Kortsen Bankr. D. Ariz. Case No. 11-18913 Chapter 11 Petition filed June 30, 2011 In Re Bouldware Temple Church of God in Christ Bankr. W.D. Ark. Case No. 11-73058 Chapter 11 Petition filed June 30, 2011 See http://bankrupt.com/misc/arwb11-73058.pdf In Re Auto Market & Financial LLC Bankr. C.D. Calif. Case No. 11-38366 Chapter 11 Petition filed June 30, 2011 See http://bankrupt.com/misc/cacb11-38366.pdf In Re Ricardo Baneulos Bankr. C.D. Calif. Case No. 11-31399 Chapter 11 Petition filed June 30, 2011 In Re Richard Petelski Bankr. C.D. Calif. Case No. 11-31392 Chapter 11 Petition filed June 30, 2011 In Re Van Ward Bankr. C.D. Calif. Case No. 11-38404 Chapter 11 Petition filed June 30, 2011 In Re Rohit Sharma Bankr. E.D. Calif. Case No. 11-36141 Chapter 11 Petition filed June 30, 2011 In Re Patrick Farrell Bankr. N.D. Calif. Case No. 11-12466 Chapter 11 Petition filed June 30, 2011 In Re Eliot Sherr Bankr. M.D. Fla. Case No. 11-12697 Chapter 11 Petition filed June 30, 2011 In Re Enrique Latoja Bankr. S.D. Fla. Case No. 11-28367 Chapter 11 Petition filed June 30, 2011 In Re Guillermo Saldarriaga Bankr. S.D. Fla. Case No. 11-28416 Chapter 11 Petition filed June 30, 2011 In Re William Nickerson Bankr. N.D. Ga. Case No. 11-68967 Chapter 11 Petition filed June 30, 2011 In Re Joseph Walker Bankr. S.D. Ga. Case No. 11-50537 Chapter 11 Petition filed June 30, 2011 In Re Dennis Brown Bankr. D. Md. Case No. 11-23649 Chapter 11 Petition filed June 30, 2011 In Re Inspector John Soos Bankr. D. Md. Case No. 11-23596 Chapter 11 Petition filed June 30, 2011 In Re Tarek ibn Ziyad Academy Bankr. D. Minn. Case No. 11-34372 Chapter 11 filed June 30, 2011 See http://bankrupt.com/misc/mnb11-34372.pdf In Re Angela Brooks Bankr. M.D. Tenn. Case No. 11-06537 Chapter 11 Petition filed June 30, 2011 In Re Harold Hardin Bankr. E.D. Va. Case No. 11-34291 Chapter 11 Petition filed June 30, 2011 In Re Jonathan Weakley Bankr. E.D. Va. Case No. 11-34289 Chapter 11 Petition filed June 30, 2011 In Re Douglas Salcedo Bankr. W.D. Wash. Case No. 11-17856 Chapter 11 Petition filed June 30, 2011 In Re Harold Pitts Bankr. W.D. Wash. Case No. 11-17804 Chapter 11 Petition filed June 30, 2011 In Re Michael Overbeck Bankr. W.D. Wash. Case No. 11-17921 Chapter 11 Petition filed June 30, 2011 In Re Jack Bale Bankr. D. Ariz. Case No. 11-19094 Chapter 11 Petition filed July 1, 2011 In Re Raymond Sullivan Bankr. D. Ariz. Case No. 11-19127 Chapter 11 Petition filed July 1, 2011 In Re Adina Zaharescu Bankr. C.D. Calif. Case No. 11-18041 Chapter 11 Petition filed July 1, 2011 In Re Johannes Brand Bankr. C.D. Calif. Case No. 11-13159 Chapter 11 Petition filed July 1, 2011] In Re Todd Campbell Bankr. C.D. Calif. Case No. 11-18053 Chapter 11 Petition filed July 1, 2011 In Re James Donnan, III Mary Donnan Bankr. M.D. Ga. Case No. 11-31083 Chapter 11 Petition filed July 1, 2011 In Re Stephen Braswell Bankr. S.D. Ga. Case No. 11-41350 Chapter 11 Petition filed July 1, 2011 In Re Michael Kinsch Bankr. N.D. Ill. Case No. 11-27660 Chapter 11 Petition filed July 1, 2011 In Re Carlos Jimenez Bankr. M.D. Fla. Case No. 11-10129 Chapter 11 Petition filed July 1, 2011 In Re Reagan Monroe Bankr. D. Nev. Case No. 11-20544 Chapter 11 Petition filed July 1, 2011 In Re Jeanette Bell Bankr. E.D. N.C. Case No. 11-05088 Chapter 11 Petition filed July 1, 2011 In Re Joseph Miller Diane Miller Bankr. W.D. N.C. Case No. 11-10652 Chapter 11 Petition filed July 1, 2011 In Re John McKnight Bankr. M.D. Tenn. Case No. 11-06572 Chapter 11 Petition filed July 1, 2011 In Re Courtney Strachan Bankr. N.D. Texas Case No. 11-34245 Chapter 11 Petition filed July 1, 2011 In Re David Koerber Bankr. S.D. Texas Case No. 11-20385 Chapter 11 Petition filed July 1, 2011 In Re OK,LLC Bankr. S.D. Texas Case No. 11-20388 Chapter 11 Petition filed July 1, 2011 In Re Mark Blutcher Bankr. E.D. Wash. Case No. 11-03262 Chapter 11 Petition filed July 1, 2011 In Re Sandra Hill Bankr. M.D. Fla. Case No. 11-12840 Chapter 11 Petition filed July 3, 2011 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***