/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110805.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 5, 2011, Vol. 15, No. 215 Headlines 1703 ELDORADO: Case Summary & 17 Largest Unsecured Creditors 36 SOMERSET LANE: Mill Valley Wants Property Put Into Receivership 785 PARTNERS: Voluntary Chapter 11 Case Summary ABCLD HOLDINGS: Voluntary Chapter 11 Case Summary AEP INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors ALFA MUTUAL: S&P Assigns 'BBpi' Counterparty Credit Rating ANCHOR BANCORP: Incurs $4.7 Million Net Loss in June 30 Qtr. ANTS SOFTWARE: Issues 2-Mil. Units and Common Shares to Investors AREK FRESSADI: Judge Hollowell Dismisses Chapter 11 Case AURASOUND INC: Board Adopts 2011 Stock Incentive Plan BARREL STOP: Dominari Winery Files for Chapter 11 BERNARD L MADOFF: JPM, UBS Seek Dismissal of $20.6-Bil. Suits BIONOL CLEARFIELD: Trustee Seeks Cash to Maintain Ready Status BLACK RAVEN: Acquires 80% Working Interest in Adena Field BUILDER'S CONCRETE: Case Summary & 20 Largest Unsecured Creditors BXP 1: Aims Full Payment of Secured Lender & Unsecured Claims C&H ARIZONA: In Talks With Lender, Seeks Case Dismissal CALVARY TEMPLE: To Present Plan for Confirmation Plan Aug. 18 CANTERA COURT: Case Summary & 2 Largest Unsecured Creditors CAPTAIN VAN DYKE: Confirmation Denied; Case Dismissed CATALYST PAPER: Incurs $47.4 Million Net Loss in Second Quarter CAVIATA ATTACHED: Case Summary & 5 Largest Unsecured Creditors CB HOLDINGS: Files Liquidating Chapter 11 Plan CENTRAL MUTUAL: S&P Assigns 'BBpi' Counterparty Credit Rating CFRI/GREENLAW: Wants Plan Filing Deadline Extended to Nov. 18 CHANNELSIDE CINEMAS: Files for Chapter 11 Bankruptcy Protection CINRAM INT'L: Cut to 'CCC' as S&P Warns of Loan Breach CLEAN AND BURN: Has Cash to Pay Trailing Expenses COASTAL DINING: Case Summary & 10 Largest Unsecured Creditors COMERICA HOTELS: Case Summary & 5 Largest Unsecured Creditors CORDIA COMMS: Bingham McCutchen Ok'd as Telecommunications Attys. COREPLUS LLC: Case Summary & 20 Largest Unsecured Creditors CRB PARTNERS: Case Summary & 8 Largest Unsecured Creditors CRYSTAL CATHEDERAL: Urges Members to Donate Up to $10,000 Each CRYSTAL CATHEDRAL: Seeks to FTI Consulting to Work on Plan DALLAS PARTNERS: Case Summary & 4 Largest Unsecured Creditors DAVIS OFFSHORE: 5th Cir. Exhonerates Ex-CEO's Son of Liability DAZ VINEYARDS: Bank Does Not Consent to Cash Collateral Use DB CAPITAL: U.S. Trustee, Citing Disputes, Wants Dismissal DELTATHREE: Seven Directors Elected at Annual Meeting DENNY'S CORPORATION: Reports $8.13MM Net Income in June 29 Qtr. DREIER LLP: Court Rejects Trustee's Suit Against Wachovia EIDOLON CAPITAL: Voluntary Chapter 11 Case Summary ELEPHANT & CASTLE: Files Schedules of Assets & Liabilities EXTENDED STAY: Agreement on Turnover of Examiner Docs. Approved FAVA SQUARE: Case Summary & 9 Largest Unsecured Creditors FIDDLER'S CREEK: DYLand Further Fine-Tunes Chapter 11 Plan FIDDLER'S CREEK: Court Enters 8th Interim Order on DIP Loans GALP WATERS: Case Summary & 20 Largest Unsecured Creditors GIORDANO'S ENTERPRISES: Franchisees Now Using Approved Ingredients GPX I: Case Summary & 15 Largest Unsecured Creditors GRACE COMMUNITY: Case Summary & 20 Largest Unsecured Creditors GREAT ATLANTIC: At "Crucial Stage" of Labor Talks, Seeks Plan Time GREAT ATLANTIC: Gets to Defer Decision on Select Store Leases HAMPTON ROADS: Bank Sells Gateway Insurance for $5.8 Million HAWAII MEDICAL: Court Okays Scouler as Financial Advisor HILL TOP: Wants Webb County Property's 2010 Tax Rate Reduced HINGHAM CAMPUS: Can Appoint Paul Rundell as CRO HUDSON HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors HUDSON POINT: Case Summary & Largest Unsecured Creditor IMMUCOR INC: S&P Assigns Prelim. 'B+' Corporate Credit Rating INSIGNIA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors ISAACSON STRUCTURAL: Court Okays W. Gannon as General Counsel ISHA HOMES: Case Summary & 18 Largest Unsecured Creditors JCE DELAWARE: Voluntary Chapter 11 Case Summary JSP INVESTMENTS: Owes $6.7 Million to State Bank of Lincoln KCXP INVESTMENTS: Court Okays Dismissal After Deal With Lender KEVIN LEWIS: Arkansas Attorney Admits to $47-Mil. Ponzi Scheme KIMBALL HILL: Debtors' Contractor Preference Claims Fail KT SPEARS: Can Access Cash from Greenhill Apartments Until Sept. 6 KT SPEARS: RBC Bank, Seeking Foreclosure, Wants Case Dismissal KTLA LLC: Wants Access to California Properties' Cash Collateral LEHMAN BROTHERS: Palmdale Needs Stay Relief, 9th Circuit Says LINDEN PONDS: Can Employ Thomas Brod as Bond Consultant LOTSA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors MARITIME COMMUNICATIONS: Voluntary Chapter 11 Case Summary MC AVIATION: Case Summary & 20 Largest Unsecured Creditors MERIDIAN MORTGAGE: Founder Pleads Guilty to $100-Mil. Fraud MERRITT AND WALDING: Files Schedules of Assets and Liabilities METALS USA: S&P Raises Corp. Credit Rating to B+; Outlook Stable MGM RESORTS: S&P Puts CCC+ Corp. Credit Rating on Watch Positive MONEYGRAM INT'L: Fitch Lifts Rating on 2nd Lien Notes to 'BB-' MORGANS HOTEL: To Operate Lifestyle Hotel as Part of Baha Mar MORGANS HOTEL: Incurs $11.8 Million Net Loss in June 30 Quarter MOTORS LIQUIDATION: Administrator Files June Qtr GUC Trust Reports MOUNTAIN PROVINCE: Achieves Key Milestone at Kennady Lake MPG OFFICE: Completes $33.75-Mil. Financing with East West Bank NANA DEVELOPMENT: S&P Assigns 'B+' Corporate Credit Rating NATIONAL GROUP: Judge Orders Firm to Go Into Receivership NEW CENTURY: Adequacy of Bar Date Notice Challenged NEW ERA: Investor Group Plans to Pay Off Lender NEW VINTAGE: Case Summary & 7 Largest Unsecured Creditors NO FEAR: Simo Gets OK to Use Cash Collateral of Emler and FMF NORTEL NETWORKS: Ernst & Young's Services Now Include FBAR NORTHERN BERKSHIRE: Committee Gets OK for Duane Morris as Counsel NPS PHARMACEUTICALS: Incurs $6.1-Mil. Net Loss in Second Quarter OLD CUTTERS: Case Summary & Largest Unsecured Creditor ORLANDO COUNTRY: Taps Wolff Hill as Bankruptcy Counsel ORLANDO COUNTRY: Files Schedules of Assets and Liabilities PALISADES SAFETY: S&P Assigns 'BBpi' Counterparty Credit Rating PALMDALE HILLS: Needs Relief From Lehman Stay, 9th Circ. Says PHH CORP: Fitch Affirms 'BB+' Long-Term Issuer Default Rating PHOENIX FOOTWEAR: Reidman Corporation Holds 58.3% Equity Stake PMI GROUP: Warns Insurance Unit May Shutdown PPI HOLDINGS: Ch. 11 Plan Confirmation Hearing Set for Oct. 28 PSEG ENERGY: Fitch Withdraws BB+ Long-Term Issuer Default Rating QIMONDA RICHMOND: Reaches $35 Million Deal in WARN Act Suit QSGI INC: Hits IBM With Antitrust Suit Over Mainframe Resales R AND M WESSLER: Case Summary & 13 Largest Unsecured Creditors RADICAL BUNNY: ML Servicing's Suit Sent Back to State Court RADIENT PHARMACEUTICALS: Amends 4% Convertible Notes REAL MEX RESTAURANTS: Waives Defaults Under Principal Debt Pacts RED EAGLE: Voluntary Chapter 11 Case Summary RENZO RENZI: Judge Dismisses Chapter 11 Bankruptcy Case RUSSELL DRIVE: Case Summary & 3 Largest Unsecured Creditors RVTC LP: U.S. Trustee Unable to Form Committee S2K MANAGEMENT: Case Summary & 13 Largest Unsecured Creditors SANDIA RESORTS: Case Summary & 3 Largest Unsecured Creditors SECUREALERT INC: Borinquen Container Holds 16.46% Equity Stake SHERI'S CABARET: Bar Foreclosure Plea Denied; Plan In The Works SHERMAN SSA: Voluntary Chapter 11 Case Summary SI GRAND TRAVERSE: Chapter 11 Trustee Appointment Warranted SIRIUS XM: Reports $173.3 Million Net Income in June 30 Quarter SL GREEN: S&P Assigns Rating to $300 Million Senior Notes STELLAR GT: Court OKs Retention of Ballard Spahr as Counsel STELLAR GT: Reaches Deal Permitting Chapter 11 Cases to Continue STREETLIGHT INTELLIGENCE: Receiver Continues to Manage Affairs SW BOSTON: Judge to Rule on Novel Cramdown Issue TCI COURTYARD: Case Summary & Largest Unsecured Creditor TELLICO LANDING: Case Now Assigned to Marcia Phillips Parsons TEN X: Seeks Interim Order to Use Cole Taylor's Cash Collateral TENET HEALTHCARE: Posts $63 Million Net Income in June 30 Quarter THINK3 INC: Italian Trustee Seeks to Take Over in Chapter 15 THINK3 INC: Chapter 15 Case Summary THORNBURG MORTGAGE: Barclays Aims to Dismiss $94-Mil. Suit THP GRAPHICS: Case Summary & 20 Largest Unsecured Creditors TITAN REALTY: Case Summary & Largest Unsecured Creditor TP INC: Chapter 11 Trustee Wants Case Converted to Chapter 7 TRI-STAR ESTATES: Case Dismissed for Failure to File Amended Plan ULTIMATE ESCAPES: Seeks Approval on Settlement With Baker WAGSTAFF PROPERTIES: Seeks More Time to File Consensual Plan WAGSTAFF PROPERTIES: Lease Decision Period Extended Until Nov. 25 WARNER MUSIC: Suspending Filing of Reports with SEC WASHINGTON MUTUAL: Committee Objects to TPS Motion WASHINGTON MUTUAL: Seeks OK for Pair of Securities Settlements WHITESTONE HOUSTON: Voluntary Chapter 11 Case Summary WICHITA FALLS: Case Summary & 7 Largest Unsecured Creditors WINDSTREAM CORP: Fitch Says Ratings Unaffected by PAETEC Sale WINDSTREAM CORP: S&P Affirms 'BB-' CCR on PAETEC Acquisition WIRELESS STORE: Case Summary & 20 Largest Unsecured Creditors WORLDSPAN MARINE: Chapter 15 Case Summary * Guggenheim Venture Partners Spins Out as Alara Capital * Personal Bankruptcy Filings Decline by More Than 5% in July * S&P Gives 'BBpi' Counterparty Credit Ratings on 6 Insurers * Conway MacKenzie Garners Three Industry Awards * BOOK REVIEW: Fraudulent Conveyances ********* 1703 ELDORADO: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 1703 Eldorado Square LP aka Eldorado Square 17300 Dallas Parkway, Suite 1035 Dallas, TX 75248 Bankruptcy Case No.: 11-42366 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Mark Ian Agee, Esq. 4115 N. Central Expressway Dallas, TX 75204 Tel: (214) 320-0079 Fax: (214) 320-2966 E-mail: Mark@DallasBankruptcyLawyer.com Scheduled Assets: $5,398,967 Scheduled Debts: $11,918,756 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb11-42366.pdf The petition was signed by James F. Conrow Jr., sole member of general partner. 36 SOMERSET LANE: Mill Valley Wants Property Put Into Receivership ------------------------------------------------------------------ Gary Klien at the Marin Independent Journal reports that the city of Mill Valley, California, has filed a lawsuit against a 79-year- old resident and her nephew, saying their garbage-filled and rat- infested property poses a health hazard to the neighbors. The report relates that the lawsuit seeks to put 36 Somerset Lane into court-ordered receivership so the city can clean up the property. The three-bedroom, single-family home is occupied by Lucille Wong and her 50-year-old nephew, Gar Jow, according to the city's petition. In February 2008, the report recalls, after a complaint from a neighbor, the city investigated the property and found garbage piled inside and outside the house, a rodent infestation and "substantial" mold problems, the petition said. The city cleared the home for habitation in July 2009. But soon the neighbors started to complain again, and subsequent city inspections revealed, among other things, more accumulated garbage. 785 PARTNERS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 785 Partners LLC 785 Fifth Avenue New York, NY 10176 Bankruptcy Case No.: 11-13702 Chapter 11 Petition Date: August 3, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Andrew K. Glenn, Esq. KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, NY 10019 Tel: (212) 506-1747 Fax: (212) 506-1800 E-mail: aglenn@kasowitz.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Kevin O'Sullivan, co-manager. ABCLD HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: ABCLD Holdings, LLC 1750 Valley View Lane, Suite 440 Dallas, TX 75234 Bankruptcy Case No.: 11-34969 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Melissa S. Hayward, Esq. FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expressway, Suite 106 Dallas, TX 75231 Tel: (972) 755-7104 Fax: (972) 755-7114 E-mail: MHayward@FSLHlaw.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Craig Landess, vice president. AEP INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: AEP Investments LLC dba Ramada Inn of Jasper, Texas 239 E. Gibson St. Jasper, TX 75951 Bankruptcy Case No.: 11-10448 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Beaumont) Debtor's Counsel: Samuel L. Milledge, Esq. MILLEDGE LAW FIRM, P.C. 10333 Northwest Freeway, Suite 202 Houston, TX 77092 Tel: (713) 812-1409 Fax: (713) 812-1418 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb11-10448.pdf The petition was signed by Chhanu Engineer, president. ALFA MUTUAL: S&P Assigns 'BBpi' Counterparty Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBpi' counterparty credit and financial strength ratings to Alfa Mutual Insurance Co. (Alfa Mutual) and Alfa Mutual Fire Insurance Co. (Alfa Fire). The ratings reflect both companies' good and adequate risk-based capital adequacy for the ratings and Alfa Insurance Group's (Alfa Group) leading personal auto and homeowners' market position in Alabama. Offsetting these positive factors is the company's volatile operating performance because of its narrow operating profile outside its core markets, which makes it more susceptible to severe weather-related events, competitive market pressures, and unfavorable changes in regulatory conditions. The group's capitalization is weaker than in prior years. "In addition, we view its investment strategy as somewhat aggressive relative to that of peers," S&P said. Alfa Mutual and Alfa Fire, affiliates of Alfa Group, have core product lines in personal auto and homeowners insurance. Alfa Group ranks as the second-largest personal lines insurance provider in Alabama, with 18% of the Alabama homeowners market. Alfa Mutual and Alfa Fire are the largest property/casualty members of the group in terms of net earned premium, contributing 52% and 30%, respectively, of net earned premium in 2010. Alfa Group was founded in 1946, and its net earned premium was slightly more than $1 billion in 2010 spread across 12 states. Of Alfa Group's direct written premium, 69% was written in Alabama, followed by Mississippi, Virginia, and Georgia. The concentration has led to higher property catastrophe losses in recent years. According to public statements from the company, the severe tornado activity in late April 2011 is Alfa Group's costliest ever. As a result, the group is reevaluating its marketing and underwriting efforts and plans not to renew about one out of every six homes it insures in Alabama. Unsolicited ratings are credit ratings assigned at the initiative of Standard & Poor's and not at the request of the issuer or its agents. Ratings with a 'pi' subscript are based on an analysis of an insurer's published financial information and additional information in the public domain. They do not reflect in-depth meetings with an insurer's management and are therefore based on less-comprehensive information than ratings without a 'pi' subscript. Ratings with a 'pi' subscript are typically reviewed annually based on the most recently available financial statements but might be reviewed on an interim basis if a major event occurs that could affect the insurer's financial security. These ratings are not subject to potential CreditWatch listings, and they generally are not modified with "plus" or "minus" designations. This unsolicited rating(s) was initiated by Standard & Poor's. It may be based solely on publicly available information and may or may not involve the participation of the issuer. Standard & Poor's has used information from sources believed to be reliable based on standards established in S&P's Credit Ratings Information and Data Policy but does not guarantee the accuracy, adequacy, or completeness of any information used. ANCHOR BANCORP: Incurs $4.7 Million Net Loss in June 30 Qtr. ------------------------------------------------------------ Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $4.75 million on $36.11 million of total interest income for the three months ended June 30, 2011, compared with a net loss of $12.07 million on $44.37 million of total interest income for the same period during the prior year. Anchor Bancorp reported a net loss of $41.18 million on $85.08 million of net interest income for the fiscal year ended March 31, 2011, compared with a net loss of $176.91 million on $84.96 million of net interest income for the fiscal year ended March 31, 2010. The Company's balance sheet at June 30, 2011, showed $3.24 billion in total assets, $3.24 billion in total liabilities, and $4.99 million of stockholders' equity. Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb, each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. The Corporation and the Bank continue to consult with the successors to the OTS, Federal Reserve, the the Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation on a regular basis concerning the Corporation's and Bank's proposals to obtain outside capital and to develop action plans that will be acceptable to federal regulatory authorities, but there can be no assurance that these actions will be successful, or that even if one or more of the Corporation's and Banks proposals are accepted by the Federal regulators, that these' proposals will be successfully implemented. While the Corporation's management continues to exert maximum effort to attract new capital, significant operating losses in fiscal 2009, 2010 and 2011, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporation's ability to continue as a going concern. If the Corporation and Bank are unable to achieve compliance with the requirements of the Orders, or implement an acceptable capital restoration plan, and if the Corporation and Bank cannot otherwise comply with those commitments and regulations, the OCC or FDIC could force a sale, liquidation or federal conservatorship or receivership of the Bank. As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed substantial doubt about Anchor Bancorp Wisconsin's ability to continue as a going concern after auditing the Company's financial results for fiscal year ended March 31, 2011. The independent auditors noted that at March 31, 2011, all of the subsidiary bank's regulatory capital amounts and ratios are below the capital levels required by the consent order. "The subsidiary bank has also suffered recurring losses from operations. Failure to meet the capital requirements exposes the Corporation to regulatory sanctions that may include restrictions on operations and growth, mandatory asset dispositions, and seizure of the subsidiary bank." A full-text copy of the Form 10-Q is available for free at: http://is.gd/Ag9BVE About Anchor Bancorp Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin. The Company is engaged in the savings and loan business through its wholly owned banking subsidiary, AnchorBank, fsb. ANTS SOFTWARE: Issues 2-Mil. Units and Common Shares to Investors ----------------------------------------------------------------- ANTs software inc., on July 20, 2011, issued 1,000,000 units at $0.10 per unit, each unit consisting of (i) one share of the Company's common stock, par value $0.0001 per share and (ii) a warrant to purchase one share of Common Stock at $0.12 per share, to an individual investor. The Company, on July 29, 2011, issued 1,000,000 shares of Common Stock to Ironridge Global Technology, a division of Ironridge Global IV, Ltd. The Ironridge Shares were issued pursuant to a Stipulation for Settlement of Claims filed by the Company and Ironridge in the Superior Court for the State of California, County of Los Angeles on July 29, 2011, in settlement of claims purchased by Ironridge from certain creditors of the Company in the aggregate amount equal to $254,634, plus interest, attorneys fees and costs. Pursuant to the Stipulation, the Company was required to issue and deliver 5,542,259 shares of Common Stock, including 4,542,259 shares of Common Stock held by Ironridge that were delivered on July 1, 2011, and previously reported on the Company's Current Report on Form 8-K, filed on July 6, 2011. A full-text copy of the Form 8-K is available for free at: http://is.gd/e7965w About Ants Software ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has developed a software solution, ACS, to help customers reduce IT costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. ACS is an innovative middleware solution that accelerates database consolidation between database vendors, enabling application portability. The Company's balance sheet at March 31, 2011, showed $27.2 million in total assets, $52.3 million in total liabilities, and a stockholders' deficit of $25.1 million. As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New York, expressed substantial doubt about ANTs software's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant recurring operating losses, decreasing liquidity, and negative cash flows from operations. AREK FRESSADI: Judge Hollowell Dismisses Chapter 11 Case -------------------------------------------------------- The Sonoran News reports that U.S. Bankruptcy Judge Eileen W. Hollowell dismissed Arek Fressadi's bankruptcy case, according to the judge's memorandum decision. According to the report, Mr. Fressadi filed for Chapter 11 bankruptcy protection immediately after a Maricopa County Superior Court ruled in favor of M&I Marshall & Ilsley Bank in a judicial foreclosure action. However, Mr. Fressadi's plans for reorganization all utilized collateral no longer his, derived from his School House Road property, the subject of that judicial foreclosure. In her July 15 memorandum decision addressing M&I's motion to convert Fressadi's case from Chapter 11 to Chapter 7, Judge Hollowell instead ordered the case dismissed, notes the Sonoran News. Mr. Fressadi filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-01161) on Jan. 17, 2011, after summary judgment was entered against him on a judicial foreclosure complaint filed by M&I Marshall & Ilsley Bank regarding a 5-acre real property in Cave Creek, Arizona. AURASOUND INC: Board Adopts 2011 Stock Incentive Plan ----------------------------------------------------- The board of directors of Aurasound, Inc., approved and adopted the Company's 2011 Stock Incentive Plan. The 2011 Plan is an "omnibus" stock plan consisting of a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, non-qualified stock options, restricted stock grants and stock appreciation rights. Participants in the 2011 Plan may be granted any one of the above equity awards or any combination thereof, as determined by the Board. A maximum of 5,000,000 shares of common stock may be issued and sold under all awards granted under the 2011 Plan. The maximum number of shares of common stock with respect to one or more awards that may be granted to any one participant during any calendar year shall be 200,000. The Board may delegate administration of the 2011 Plan to a committee comprised of no fewer than two members of the Board, which will have those powers and authority as may be necessary or appropriate to administer the 2011 Plan. Any person who is an employee of or a consultant or other service provider to the Company or any affiliate thereof, or any person who is a non- employee director of the Company is eligible to be designated by the administrator of the 2011 Plan to receive awards and become a participant under the 2011 Plan. Unless previously terminated by the Board, the 2011 Plan will terminate on July 27, 2021, which is the tenth anniversary of the date of its adoption by the Board. A full-text copy of the 2011 Stock Incentive Plan is available for free at http://is.gd/MsvagK About AuraSound, Inc. Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) -- http://www.aurasound.com/-- develops, manufactures, and markets audio products. AuraSound's products include TV soundbars, high- drivers for TVs and laptops, subwoofers, and tactile transducers. The balance sheet at Dec. 31, 2010, showed $45.59 million in total assets, $39.79 million in total liabilities, and $5.80 million in total stockholders' equity. Going Concern Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern following the fiscal 2010 results. The independent auditors noted that during the year ended June 30, 2010, the Company incurred a net loss of $2.2 million, and had negative cash flow from operating activities of $202,383. As of Dec. 31, 2010, the Company has an accumulated deficit of $36,937,503, negative working capital of $4,716,502 and has reported significant losses over the past several years. During the six-month period ended Dec. 31, 2010 the Company recorded a net income of $1,014,895 and had net cash provided by operating activities of $627,713. According to the Form 10-Q for the quarter ended Dec. 31, 2010, "The move to profitability and positive cash flow is a directly result of the execution of new management's post acquisition business plan to cut costs on all business lines, hold and spread overhead costs against a larger revenue base and to continue to move toward sustained profitability. However, there can be no assurance that the Company can sustain profitability or positive cash flows from operations. As such, if the Company is unable to generate positive net income and unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether." BARREL STOP: Dominari Winery Files for Chapter 11 ------------------------------------------------- Barrel Stop Winery LLC, which has sought for Chapter 11 protection, is the owner of a 23,000-square-foot winery and custom-crush facility on Trancas Street, in Napa Valley, California, according to reporting by Jennifer Huffman at Napa Valley Register. According to the report, Barrel Stop, doing business as Dominari Winery, seems to have struggled with loans and other debts. In January, a $3.3 million loan for Barrel Stop Winery was in foreclosure. During that same month, a Napa family protested outside the winery entrance. Of the 85 Barrel Stop Winery creditors listed in the filing, top creditors include a number of Napa growers, including Peggy Piccolo, Debbie Williams and Don Buhman, who are owed tens of thousands of dollars. The largest creditor is vendor Peju Province Winery, owed $114,185. The IRS is also listed as a creditor, with Barrel Stop Winery owing $32,186. Barrel Stop Winery, LLC, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-12824) on July 28, 2011, with Judge Alan Jaroslovsky presiding over the case. Michael C. Fallon, Esq., in Santa Rosa, California, serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and $1 million to $10 million in liabilities. BERNARD L MADOFF: JPM, UBS Seek Dismissal of $20.6-Bil. Suits ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that JPMorgan Chase & Co. filed papers Aug. 2 asking U.S. District Judge Colleen McMahon to dismiss the $19 billion lawsuit filed by the trustee liquidating Bernard L. Madoff Investment Securities Inc. UBS AG, based in Zurich, filed dismissal papers of its own in which it bootstraps on the briefs filed by New York- based JPMorgan, according to the report. Mr. Rochelle relates that JPMorgan relied on a ruling last week by another federal district judge, Jed Rakoff, who filed a 26-page opinion concluding that the Madoff trustee doesn't have the right to file claims based on state law that belong to Mr. Madoff's customers individually. JPMorgan argued, among other things, that the complaint doesn't show the bank had "actual knowledge" that Madoff was a fraud. Under a schedule previously set down by Judge McMahon, the trustee will answer Sept. 1, allowing the bank to submit reply papers Sept. 16. According to the report, Judge McMahon said she would also decide threshold issues in the $2.6 billion lawsuit against UBS in which the Madoff trustee contends that the Swiss bank looked the other way after seeing red flags indicating Madoff's firm might have been a scam. The UBS suit is on the same schedule with McMahon. 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 July 15, 2011, a total of $6.88 billion in claims by investors has been allowed, with $794.9 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. BIONOL CLEARFIELD: Trustee Seeks Cash to Maintain Ready Status -------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Bionol Clearfield LLC's bankruptcy trustee is seeking court approval to keep the Pennsylvania ethanol plant in ready mode until he can find a buyer and close a sale. Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del. Case No. 11-_____) in July 2011. The Company estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. The Company owns a plant that produces bio-based chemicals and fuels from renewable feedstock. BLACK RAVEN: Acquires 80% Working Interest in Adena Field --------------------------------------------------------- Black Raven Energy, Inc., completed the purchase of an 80% working interest in the Adena Field, consisting of 18,760 gross acres in Morgan County, Colorado, for a purchase price of $15.75 million. The Company will operate the field. The Company has entered into an agreement with a strategic partner which will provide geological, engineering, and management services associated with this project and will earn 24% of the Company's working interest after payout of all costs, including financing. The Adena Field produces oil from a waterflood in the J sand and conventionally from the D sand. The Company estimates that the proved and probable oil reserves associated with this field are in excess of 3 million barrels from both formations. In addition, a gas cap in the J sand is estimated to hold more than 3 billion cubic feet of recoverable natural gas. Having produced 75 million barrels of oil equivalent from the J sand since its discovery in 1953, the Adena Field is one of the most prolific oil fields in the history of the D-J Basin. The majority of this field was abandoned during the mid 1980's after oil prices collapsed, and only a small portion has been re-activated. The Company intends re-activate the J sand waterflood and exploit the D sand, which has been largely untapped. Black Raven's CEO, Thomas E. Riley, commented, "We are very pleased to complete this acquisition. We have been working on this for several months, and have been very pleasantly surprised at the wealth of opportunities presented by this acquisition. For a small company with a great technical staff, this field will provide growth in oil and natural gas production for the foreseeable future." The acquisition was financed by Carlyle Energy Mezzanine Opportunities Fund, New York, New York. The Company was advised on the acquisition and financing by Stifel Nicolaus Weisel. About Black Raven Denver, Colo.-based Black Raven Energy, Inc., formerly known as PRB Energy, Inc., currently operates as an independent energy company engaged in the acquisition, exploitation, development and production of natural gas and oil in the Rocky Mountain Region of the United States. On Feb. 2, 2009, in connection with its emergence from bankruptcy, PRB Energy changed its corporate name to Black Raven Energy, Inc. On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado. On Jan. 16, 2009, the Bankruptcy Court entered an order confirming PRB Energy reorganization plan. The Plan became effective Feb. 2, 2009. The Company reported a net loss of $3.26 million on $469,000 of total revenue for the year ended Dec. 31, 2010, compared with net income of $20.71 million on $460,000 of total revenue during the prior year. The Company's balance sheet at March 31, 2011, showed $14.51 million in total assets, $24.36 million in total liabilities, and a $9.85 million total stockholders' deficit. As reported by the TCR on April 21, 2011, Deloitte & Touche LLP, in Denver, Colorado, noted that the Company's recurring losses from operations and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. BUILDER'S CONCRETE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Builder's Concrete, Inc. dba Aggieland Ready Mix Co. fka Central Equipment, Inc. 1391 Arrington Road College Station, TX 77845 Bankruptcy Case No.: 11-36600 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Guillermo Jorge Ochoa-Cronfel, Esq. THE CRONFEL LAW FIRM 2700 Bee Cave Road, Suite 103 Austin, TX 78741 Tel: (512) 347-9600 E-mail: gjocronfel@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txsb11-36600.pdf The petition was signed by Ronal Calvin, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Ronald Calvin 11-34908 06/06/11 BXP 1: Aims Full Payment of Secured Lender & Unsecured Claims ------------------------------------------------------------- BXP 1, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a plan of reorganization and disclosure statement dated June 23, 2011. The Plan is predicated on a private sale of the Debtor's six apartment buildings to its lender. Lender affiliates or their designees will assume the Lender's mortgages on the properties. The balance of the purchase price will be paid in cash on the payment date. Confirmation of the Plan will precede the actual transfer of the Properties. The total purchase price for the sale of the Debtor's Properties is 19,775,211, broken down as: 1268 Statford $5,191,879 1350-52 University $3,205,176 1585 East 172nd St. $3,728,569 1589-91 East 172nd St. $4,776,865 1636-40 University $4,519,135 Each property appeared to be encumbered by a mortgage in favor of various affiliate lenders as well as statutory liens in favor of the City of New York. In the absence of the Lender's agreement, it is extremely unlikely that there would be a material distribution to creditors or the equity holder, let alone payment in full in cash with interest to all creditors plus a substantial distribution to equity. The Plan also provides for the treatment of various claim and interests: Class 1 Secured New York Claim To be paid in full with interest Class 2 Lender's Mortgage Claim Will receive payment of the cash portion of the sale proceeds on the Plan Effective Date, less the amounts necessary to pay entitled to Class 1 Claims. Class 3 Rosenberg & Pittinsky To be paid $49,000. The LLP Secured Judgment remainder of the amount due Claim for $32,686 will be treated as a Class 5 Claim Class 4 Priority Claims To be paid in full in cash plus interest. Class 5 Unsecured Claims To be paid in full plus interest. Class 6 Equity Holders To be entitled to such surplus as may be available on the payment date after payment of Administration Claims, Class 3, Class 4 and Class 5 Claims under the Plan. Administrative expense claims will be also be paid in full. Before the Confirmation Hearing, the Lender will escrow %554,472 with the Debtor's counsel to be disbursed to Administration Claims, Class 4 and 5 creditors and the Office of the U.S. Trustee under the Plan. The Confirmation hearing and hearing on the approval of the Disclosure Statement on Aug. 10, 2011, at 10:00 a.m. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/BXP1_DiscStm.pdf About BXP 1 LLC Porter Ranch, California-based BXP 1 LLC owns six apartment buildings in the Bronx, New York. On July 13, 2010, Angela Ortiz was appointed as receiver of the Debtor's real property. The Debtor filed a Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-15608) on Oct. 27, 2010. Backenroth Frankel & Krinsky, LLP, represents the Debtor in the Chapter 11 case. According to its schedules, the Debtor disclosed $19,356,812 in total assets and $13,931,125 in total debts as of the Petition Date. In June 2011, the Debtor and 1636-40 Universe Debt LLC, the lender, reached a stipulation consenting to the receiver's continued control of the property and the receiver's retention of Sally E. Unger, Esq. at Kossoff & Unger, as her counsel. C&H ARIZONA: In Talks With Lender, Seeks Case Dismissal ------------------------------------------------------- C&H Arizona-Stucky, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to dismiss its Chapter 11 case because its property in Arizona "no longer produces income" and that it is unable to present a confirmable plan of reorganization. There is no reasonable likelihood of rehabilitation through the Chapter 11 process, the Debtor relates. The Debtor informs the Court that it is in negotiations with a third party that, if a final deal is reached, will enable the Debtor to retain the property and pay the secured debt (less default interest and late fees). Details of the foregoing negotiations were not disclosed. About C&H Arizona-Stucky, LLC Walnut Creek, California-based C&H Arizona-Stucky, LLC, is the owner and current operator of a 113,071 square feet retail shopping center located at 15440 North Scottsdale Road, Scottsdale, Arizona. As of the Petition Date, the entirety of the real property was leased to Robb & Stucky, LTD ("R&S") as a free standing furniture store. R&S filed chapter 11 on Feb. 18, 2011, and rejected the R&S lease with the Debtor effective June 30, 2011. The property is now vacant and produces no income. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-21165) on July 7, 2010. Edwin B. Stanley, Esq., at Simbro & Stanley, PLC, in Scottsdale, Ariz., represents the Debtor as counsel. The Company disclosed $18,064,966 in assets and $9,167,574 in liabilities as of the Petition Date. CALVARY TEMPLE: To Present Plan for Confirmation Plan Aug. 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia approved last month the disclosure statement explaining Calvary Baptist Temple's proposed Chapter 11 plan, as amended June 10, 2011 and originally filed in February. The Court set Aug. 11, 2011, as the deadline for the filing of written acceptances or rejections of the Plan. A hearing on confirmation of the Plan is scheduled for Aug. 18, 2011, at 11:00 a.m. In the event counsel for the Debtor fails to appear, or if the Plan is not confirmed at the Aug. 18 hearing, a hearing will be held to determine whether the case should be dismissed or converted to Chapter 7. According to the Disclosure Statement, which was amended June 15, 2011, general unsecured claims will be paid in full on or before 12 months from the effective date with interest from the effective date at a rate of 3% simple. A copy of the Chapter 11 Plan is available at http://is.gd/oKoxy7 About Calvary Baptist Temple Headquartered in Savannah, Georgia, Calvary Baptist Temple owns and operates a Baptist church on Waters Avenue in Savannah, Chatham County, Georgia. Calvary Baptist filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ga. Case No. 10-40754) on April 6, 2010. C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in Savannah, Ga., represent the Debtor as counsel. In its schedules, the Debtor disclosed $45,831,534 in assets and $19,894,823 in debts as of the Petition Date. CANTERA COURT: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Cantera Court Complex, Inc. aka BMW Creative Homes 9802 McPherson Rd., Suite 136 Laredo, TX 78045 Bankruptcy Case No.: 11-50178 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Laredo) Judge: Richard S. Schmidt Debtor's Counsel: Adolfo Campero, Jr., Esq. CAMPERO & ASSOCIATES, P.C. 315 Calle Del Norte, Suite 207 Laredo, TX 78041 Tel: (956) 796-0330 Fax: (956) 796-0399 E-mail: acampero@cblawfirm.net Scheduled Assets: $5,210,036 Scheduled Debts: $5,668,862 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-50178.pdf The petition was signed by Hector Benavides, Sr., president. CAPTAIN VAN DYKE: Confirmation Denied; Case Dismissed ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida dismissed the Chapter 11 cases of Captain Van Dyke Trust and Treasure Chest, LLC, for cause. The motion was filed by secured creditor SFI Belmont LLC, as successor-in-interest to iStar FM Loans LLC. In its dismissal order entered July 12, 2011, the Court finds that there is no reasonable likelihood that a plan will be confirmed. Accordingly, and for the reasons stated orally on the record in open court on June 29, 2011, the cases were dismissed effective immediately. On July 7, 2011, the Bankruptcy Court denied, for the reasons stated orally in open court on June 29, confirmation of the Debtors' Chapter 11 Plan of Reorganization. The Plan proposed by the Debtor provides for a 100% distribution to its secured creditor with interest of over five years, a 90% distribution to mechanics lien claims within one year, and a 90% distribution to its unsecured creditors over five years. In July the bankruptcy court entered an order granting the Debtor access to cash collateral "through the date on which the Court enters an order dismissing the Debtors' Chapter 11 cases, at which time the authority to use cash collateral will immediately terminate." About Captain Van Dyke Saint Petersburg, Florida-based Captain Van Dyke Trust, dba Van Dyke Commons, aka Van Dyke Shopping Center, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-14973) on June 23, 2010. Russell M. Blain, Esq., Stephen R. Leslie, Esq., and Barbara A. Hart, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Fla., assist the Debtor in its restructuring effort. Verona Law Group, P.A. serves as the Company's Special Landlord/ Tenant Counsel. Michael Healy and Michael Moecker & Associates serve as the Company's Expert Witness. In its schedules, the Debtor disclosed $34,072,649 in assets and $31,963,661 in debts as of the Petition Date. Affiliate Saint Petersburg, Florida-based Treasure Chest, LLC, filed for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. M.D. Fla. Case No. 10-14976). In its schedules, Treasure Chest disclosed $0 assets and liabilities of $31,339,831 as of the petition date. The two cases are jointly administered under Case No. 10-14973. CATALYST PAPER: Incurs $47.4 Million Net Loss in Second Quarter --------------------------------------------------------------- Catalyst Paper posted a net loss of $47.4 million ($0.13 per common share) on sales of $297.8 million during the second quarter of 2011. The net loss increased from $12.9 million ($0.03 per common share) on sales of $303.6 million during the first quarter, due to reduced production and increased maintenance spending. Production at the Powell River and Snowflake mills was affected by extended maintenance downtime and further hampered by fires at both mills during the quarter. A stronger Canadian dollar and higher fibre prices also negatively affected results. "We took steps to address mill productivity and to strengthen our order book in the face of very challenging currency and market conditions," said President and CEO Kevin J. Clarke. "While our pulp business performed well in the quarter, the unforeseeable factor of fires at two mills hurt paper production and sales in what we had already indicated would be a heavy scheduled- maintenance quarter." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/BGZtaj About Catalyst Paper Catalyst Paper -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. The Company posted a net loss of C$398.2 million on sales of C$1.229 billion during 2010. The Company's net loss in 2009 was C$5.6 million on sales of C$1.224 billion. The Company's balance sheet at March 31, 2011, showed C$1.64 billion in total assets, C$1.25 billion in total liabilities, and C$389.60 million in equity. * * * Catalyst Paper carried Moody's Investors Service's 'Caa1' corporate family rating. Outlook in Negative. The Company also carries Standard & Poor's CCC+ long-term corporate credit rating, Outlook is Stable. CAVIATA ATTACHED: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Caviata Attached Homes, LLC P.O. Box 17980 Reno, NV 89511 Bankruptcy Case No.: 11-52458 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Alan R. Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge St. Reno, NV 89501 Tel: (775) 786-4579 E-mail: mail@asmithlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by William D. Pennington, II, member of Caviata 184, LLC. Debtor's List of five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ California National Bank 950 Henry Orr $27,476,633 c/o Assignee U.S. Bank Parkway, Joshua D. Wayser, Esq Sparks, NV 89436 2029 Century Park East Los Angeles, CA 90067 Fallen Leaf Attached Monies Loaned $7,128,533 Homes, LLC c/o Assignee Specialty Acquisition Corp. 8700 Technology Way Reno, NV 89521 Specialty Mortgage, 950 Henry Orr $6,217,641 Corp. Parkway, c/o Assignee VCH Sparks, NV 89436 Capital Investments, LLC 2908 Fox Hill Drive Rocklin, CA 95765 Sierra Summit Landscape Landscaping-Goods/ $25,100 18724 Wedge Pkwy,#418 Services Reno, NV 89511 Fisher, J. Frank Accountant- $13,500 9437 Double Diamond #17 Goods/Services Reno, NV 89521 CB HOLDINGS: Files Liquidating Chapter 11 Plan ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the former operator of Charlie Brown's Steakhouse restaurants filed a liquidating Chapter 11 plan this week along with an explanatory disclosure statement. The hearing for approval of the disclosure statement is scheduled for Sept. 9. According to the report, the Plan in essence distributes proceeds from sales of the businesses in accordance with priorities in bankruptcy law. That is, financing for the Chapter 11 case will be paid in full, with remaining proceedings going to the first lien-lenders, and then to the second-lien creditors. The remainder will go to a trust for unsecured creditors. The first- and second-lien lenders aren't waiving their deficiency claims. Consequently, they will share with general unsecured creditors. Mr. Rochelle notes that the disclosure statement doesn't tell secured or unsecured creditors how much they can expect. At present, there's a blank in the disclosure statement where the total amount of unsecured debt will be inserted later. 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. Forty-seven stores were closed before the Chapter 11 filing in November. 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. CENTRAL MUTUAL: S&P Assigns 'BBpi' Counterparty Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBpi' counterparty credit and financial strength ratings to Central Mutual Insurance Co. (Central Mutual) and its affiliate, All America Insurance Co. (All America). Both companies and CMI Lloyds (unrated) are members of the Central Insurance Companies group. Central Mutual assumes all premium, losses, and expenses from CMI Lloyds. "Central Mutual and All America participate in an interaffiliate pooling agreement, and we therefore rate them as a group," S&P related. The ratings reflect the pool's decreasing operating performance over the past five years and underwriting losses over the past three years (2008-2010), which can be primarily attributed to an uptick in weather-related catastrophe losses net of reinsurance compared with prior years. In 2010, two significant hail storms generated nearly $30 million of losses, and as a result, total catastrophe losses (net of reinsurance) almost doubled in 2010 compared with 2009. A significant amount of its business is concentrated in the catastrophe-prone East Coast and Midwest, which makes it more susceptible to severe weather-related events. Its largest states are Texas (19% of direct written premium in 2010), followed by Ohio (15%) and North Carolina (12%). "We expect Central Mutual and All America to be affected by the 2011 winter storms and April and May tornados and storm activity," S&P related. Somewhat offsetting these negative factors are the group's good capitalization and good diversification by state and line of business. In addition, its net investment income has been stable, and it has a liquid investment portfolio with 95% of invested assets in bonds, marketable stocks, cash, and short-term investments. Central Mutual is the largest member of Central Insurance Companies group (84% of total group net premium earned of about $500 million in 2010). The group is based in Van Wert, Ohio, and was founded in 1876 (originally named Van Wert County Mutual Fire Insurance Co.). The group mainly provides personal lines homeowners and personal auto coverage and some commercial lines multi-peril insurance. Unsolicited ratings are credit ratings assigned at the initiative of Standard & Poor's and not at the request of the issuer or its agents. Ratings with a 'pi' subscript are based on an analysis of an insurer's published financial information and additional information in the public domain. They do not reflect in-depth meetings with an insurer's management and are therefore based on less-comprehensive information than ratings without a 'pi' subscript. Ratings with a 'pi' subscript are typically reviewed annually based on the most recently available financial statements but might be reviewed on an interim basis if a major event occurs that could affect the insurer's financial security. These ratings are not subject to potential CreditWatch listings, and they generally are not modified with "plus" or "minus" designations. This unsolicited rating(s) was initiated by Standard & Poor's. It may be based solely on publicly available information and may or may not involve the participation of the issuer. Standard & Poor's has used information from sources believed to be reliable based on standards established in S&P's Credit Ratings Information and Data Policy but does not guarantee the accuracy, adequacy, or completeness of any information used. CFRI/GREENLAW: Wants Plan Filing Deadline Extended to Nov. 18 ------------------------------------------------------------- CFRI/Greenlaw Dyer Road,LLC, is asking the U.S. Bankruptcy Court for the Central District of California to extend its exclusive periods for filing a Chapter 11 plan and gaining acceptance for that plan until Nov. 18, 2011, and Jan. 20, 2012, respectively. The Debtor tells the Court that it is hopeful that it will be able to propose and seek confirmation of a Chapter 11 plan of reorganization no later than Nov. 18, 2011. The Debtor also asks the Court to extend the date by which the Debtor will serve notice to pre-petition creditors advising of the bar date for approximately 90 days through and including Nov. 18, 2011. In its third motion for an exclusivity extension, filed July 15, 2011, the Debtor cited that since the approval of the global settlement agreement with U.S. Bank, N.A., on Oct. 12, 2010, it has devoted its time and efforts to: (1) resolving outstanding disputes with tenants and creditors, (2) resolving outstanding issues with U.S. Bank and FDIC, as receiver, regarding amounts owed to creditors, (3) negotiating a settlement with U.S. Bank over the Property Tax Refund and obtaining court approval of the resulting settlement, (4) analyzing possible avoidance claims, including preferences and fraudulent transfers, (5) investigating outstanding accounts receivable amounts, (6) providing the proper administration of the Debtor's bankruptcy estate, and (7) complying with Chapter 11 requirements. About CFRI/Greenlaw Dyer Road, LLC Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a Delaware limited liability company that was formed on June 25, 2007. Its principal asset is a commercial building located at 2001 East Dyer Road, Santa Ana, CA 92705, which consists of approximately 366,471 square feet of industrial space, including office and data center uses, located on 19.1 acres of land. CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-19345) on July 8, 2010. Howard J. Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the Debtor's bankruptcy counsel. The Debtor disclosed $30,101,904 in total assets and $33,610,022 in total liabilities. CHANNELSIDE CINEMAS: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------------- Tampa, Florida-based Channelside Cinemas, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-14761) in its hometown on Aug. 3, 2011, estimating assets and debts of up to $10 million. Tampabay.com reports that Channelside Cinemas is the company that runs the IMAX theater in the Channel District. The Web site notes that Several businesses have left the Channelside Bay Plaza or been evicted in the past two years. Owners of former attractions blamed their struggles on a down economy and a significant decrease in traffic, the report notes. Among the cinema's creditors are Bank of America, Channelside Bay Mall and the Florida Department of Revenue. CINRAM INT'L: Cut to 'CCC' as S&P Warns of Loan Breach ------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Cinram International Inc. to 'CCC' from 'B-'. "At the same time, we lowered our rating on the company's first- lien 'first-out' senior secured revolving credit facility to 'B-' from 'B+'. In addition, we lowered our ratings on Cinram's first- lien senior secured term loan and first-lien senior secured revolving credit facility to 'CCC' from 'B-'. We also lowered our rating on Cinram's second-lien senior secured mandatorily exchangeable term loan to 'CC' from 'CCC'. The recovery ratings are unchanged," S&P related. Finally, Standard & Poor's placed all of its ratings on Cinram on CreditWatch with negative implications. "These rating actions follow Cinram's announcement of weaker-than- expected operating performance in the second quarter ended June 30, 2011, which resulted in management's expectation that the company will not be in compliance with its financial covenants, including the leverage and interest coverage covenants, for the second quarter and future periods," said Standard & Poor's credit analyst Lori Harris. "If the company does not receive an amendment to its credit agreements to comply with the financial covenants, Cinram would be in default under the agreements," Ms. Harris added. The ratings reflect Cinram's vulnerable business risk profile and much weaker-than-expected operating performance, which has resulted in the company's need to seek covenant relief. "Furthermore, the ratings reflect our significant concerns about poor industry fundamentals, including the ongoing decline in both volume and pricing. Cinram is a leading manufacturer of prerecorded multimedia products. However, this position has weakened over the years because of digital substitution and the corresponding maturity of Cinram's products," S&P related. The company is engaged in lender negotiations to loosen financial covenants, including its leverage and interest coverage covenants. Failure to receive an amendment to its credit agreements enabling Cinram to remain in compliance with covenants would result in an event of default under the agreements. "The ratings on Cinram will remain on CreditWatch with negative implications until we have further clarity about lender negotiations regarding the amendment and about Cinram's expected operating performance for the year. Our analysis will include a review of recovery prospects in the event of default," S&P said. CLEAN AND BURN: Has Cash to Pay Trailing Expenses ------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina entered its sixth interim order pertaining to Clean Burn Fuels LLC's use of cash collateral in which Cape Ferm Credit, ACA, for itself or as agent/nominee for other lending institutions, asserts a first priority security interest and lien. At the hearing on July 12, 2011, counsel for the Debtor advised the Court that the use of cash collateral after July 17, 2011, was not requested at this time, except to the extent already authorized by the prior orders for payment of "permitted trailing expenses." In an order entered July 15, 2011, the Court authorized the Debtor to access cash collateral on an interim basis. The Court's order provided that access collateral will terminate as of July 18, 2011, except to the extent already authorized by the prior orders and the July 15 order. A hearing to consider entry of final approval of the use of cash collateral is scheduled for 10:00 o'clock a.m. on Sept. 6, 2011. 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., and Vicki L. Parrot, Esq., at Northen Blue, L.L.P., represent 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. As reported in the TCR on July 7, 2011, the Bankruptcy Court allowed Cape Fear Farm Credit to initiate foreclosure and have the Debtor's plant taken over by a receiver in the meantime. Cape Fear Farm Credit asked Judge Thomas W. Waldrep, Jr., to lift the automatic stay to permit the Lender to exercise its rights against all of Clear Burn Fuels' assets, including the Debtor's ethanol plant located in Hoke County, North Carolina. COASTAL DINING: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Coastal Dining One, Inc. dba Max and Erma's 1004 Glenforest Road Myrtle Beach, SC 29579-1254 Bankruptcy Case No.: 11-04830 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Robert G. Sable, Esq. LAW OFFICE OF MICHAEL W. MOGIL, PA 2 Corpus Christie Place, Suite 303 Hilton Head Island, SC 29928 Tel: (843) 785-8110 E-mail: rsable@mogillaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/scb11-04830.pdf The petition was signed by Frank S. Sicilia, president. COMERICA HOTELS: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Comerica Hotels LLC aka Country Inn & Suites 600 San Gabriel Village Blvd Georgetown, TX 78626 Bankruptcy Case No.: 11-11933 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: David K. Sergi, Esq. DAVID K. SERGI & ASSOCIATES, P.C. 329 S Guadalupe St., P.O. Box 887 San Marcos, TX 78667 Tel: (512) 392-5010 Fax: (512) 392-5042 E-mail: ecfnotice@sergilaw.com Scheduled Assets: $2,300,001 Scheduled Debts: $4,357,621 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb11-11933.pdf The petition was signed by Bimal Daftary, manager. CORDIA COMMS: Bingham McCutchen Ok'd as Telecommunications Attys. ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has approved Cordia Communications Corp.'s application to employ Bingham McCutchen LLP as special telecommunications counsel. About Cordia Communications Cordia Corporation -- through its operating subsidiaries, Cordia Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar Telecom, Inc., Cordia Prepaid Corp., and Cordia International Corp. -- offers business, residential, and wholesale customers local and long distance telecommunications services in more than 60 countries utilizing traditional wireline and Voice over Internet Protocol -- VoIP -- technologies. CCC holds licenses to operate in 28 states throughout the contiguous United States, and CCCVA is licensed in Virginia. Winter Garden, Florida-based Cordia Communications Corp., along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011. The Debtor estimated its assets and debts at $10 million to $50 million. Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, serves as the Debtors' bankruptcy counsel. Source Capital Group, Inc., serves as investment banker. Development Specialists, Inc., is providing restructuring and management services, including Joseph J. Luzinski as chief restructuring officer. Cordia Communications Inc. was authorized in July 2011 to sell the business to Birch Communications Inc. For Birch to take over a contract with Verizon Communications Inc., Verizon must be paid $4.4 million, according to the order approving the sale. COREPLUS LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: CorePlus, LLC 9450 Sunset Drive Miami, FL 33173 Bankruptcy Case No.: 11-31611 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Lynn H Gelman, Esq. LYNN H. GELMAN, P.A. 1450 Madruga Ave #302 Coral Gables, FL 33146 Tel: (305) 668-6681 Fax: (305) 668-6682 E-mail: lynngelman@bellsouth.net Scheduled Assets: $4,956,000 Scheduled Debts: $2,580,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-31611.pdf The petition was signed by Mariano de Socarraz, managing member. CRB PARTNERS: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: CRB Partners, LLC 4303 Russell Drive Austin, TX 78704 Bankruptcy Case No.: 11-11924 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: C. Daniel Roberts, Esq. C. DANIEL ROBERTS & ASSOCIATES, P.C. 1602 East Cesar Chavez Austin, TX 78702 Tel: (512) 494-8448 Fax: (512) 494-8712 E-mail: droberts@cdrlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb11-11924.pdf The petition was signed by Charles E. Howard, manager. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Russell Drive, LLC 08/01/11 CRYSTAL CATHEDERAL: Urges Members to Donate Up to $10,000 Each -------------------------------------------------------------- Nicola Menzie at Christian Post Contributor reports that visitors to the church's official Web site were inviting supporters to "stand with Crystal Cathedral" and "be a part of the miracle." The "faith offering" page allows supporters to donate between $10 and $10,000 each. Crystal Cathedral is looking to raise $50 million in 120 days. Debtor Hopes to Keep Church Crystal Cathedral on July 31 said that its board has voted to forego choosing a buyer of its Crystal Cathedral property, as part of its bankruptcy reorganization plan. The church says it hopes to raise $50 million in order to fend off the sale being pushed by the Official Committee of Unsecured Creditors. The church itself began the sale process by proposing a plan where the campus would be sold to Greenlaw Partners LLC and leased back in a $46 million transaction. Greenlaw would develop some of the property. Chapman University made a similar $46 million proposal. Needing a larger cathedral, the Roman Catholic Diocese of Orange County, California, later made an offer to purchase the church and its property for $50 million. The judge previously approved sale procedures where bids were due July 22 in advance of an Aug. 5 auction and a hearing on Aug. 9 to approve the sale. 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." Mr. Schuller retired from his role as senior pastor of Crystal Cathedral in 2006. His daughter Sheila Schuller Coleman has been senior pastor since July 2009. Contributions declined 24 percent in 2009, in part on account of "unsettled leadership." 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. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the Official Committee of Unsecured Creditors. The Creditors Committee is asking the bankruptcy judge terminate the church's exclusive right to propose a Chapter 11 plan. CRYSTAL CATHEDRAL: Seeks to FTI Consulting to Work on Plan ---------------------------------------------------------- Crystal Cathedral Ministries seeks permission from the U.S. Bankruptcy Court for the Central District of California to employ FTI Consulting, Inc. as financial advisor and consultant. Upon retention, the firm, will among other things: -- prepare a cram down analyses to be used in conjunction with the drafting of a plan of reorganization, including the assessment of the appropriate rate of interest; -- provide litigation advisory services, including expert witness testimony on case related issues, as necessary; and -- assist with the preparation of financial information for distribution to creditors and others, including without limitation, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transaction for which Court approval is sought. The firm's rates are: Personnel Title Hourly Rate --------- ----- ----------- Ronald F. Greenspan Senior Managing Director $895 Michael J. VanderLey Managing Director $730 Steven E. Voskanian Director $640 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." Mr. Schuller retired from his role as senior pastor of Crystal Cathedral in 2006. His daughter Sheila Schuller Coleman has been senior pastor since July 2009. Contributions declined 24 percent in 2009, in part on account of "unsettled leadership." 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. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the Official Committee of Unsecured Creditors. The Creditors Committee is asking the bankruptcy judge terminate the church's exclusive right to propose a Chapter 11 plan. Debtor Hopes to Keep Church Crystal Cathedral on July 31 said that its board has voted to forego choosing a buyer of its Crystal Cathedral property, as part of its bankruptcy reorganization plan. The church says it hopes to raise $50 million in order to fend off the sale being pushed by the Official Committee of Unsecured Creditors. The church itself began the sale process by proposing a plan where the campus would be sold to Greenlaw Partners LLC and leased back in a $46 million transaction. Greenlaw would develop some of the property. Chapman University made a similar $46 million proposal. Needing a larger cathedral, the Roman Catholic Diocese of Orange County, California, later made an offer to purchase the church and its property for $50 million. The judge previously approved sale procedures where bids were due July 22 in advance of an Aug. 5 auction and a hearing on Aug. 9 to approve the sale. DALLAS PARTNERS: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Dallas Partners, LLC 15485 Ventura Boulevard Sherman Oaks, CA 91403 Bankruptcy Case No.: 11-19209 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Scheduled Assets: $1,393,060 Scheduled Debts: $3,660,442 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-19209.pdf The petition was signed by Masoud Isaac Kahrobaie, managing member. DAVIS OFFSHORE: 5th Cir. Exhonerates Ex-CEO's Son of Liability -------------------------------------------------------------- Although a confirmed Chapter 11 plan's release and exculpation clauses were ambiguous regarding the scope of the release or exculpation of the son of the debtor's former chief executive officer, WestLaw reports, the confirmation order exonerated him from personal liability even for the fraud claimed by an equity holder. By its terms, one paragraph of the confirmation order, read alone, lent itself to this interpretation, which also was consistent with the plan's essential goal of ending all litigation that might stand in the way of the sale of the debtor's assets and provoke a continued hemorrhaging of the debtor's cash. Neither the plan nor the confirmation order was foisted upon the equity holder, despite its assertion that the rush to confirmation precluded careful review of the transaction. The equity holder was at all times represented by sophisticated counsel and was routinely included in correspondence among the former CEO's family members and their counsel. Furthermore, the equity holder had declined to appeal the confirmation order or the denial of its motion to revoke confirmation, and it was too late to do so now. In matter of Davis Offshore, L.P., --- F.3d ----, 2011 WL 2410498 (5th Cir.). Writing for http://volo.abi.org/,Kevin M. Baum at St. John's University School relates these facts: The Debtors were part of a family-owned oil and gas drilling business. After the family patriarch died, the Debtors began experiencing financial problems. Because of ongoing legal trouble and a severe cash shortage, the Debtors' assets were sold to the Consortium, which included Davis, under a prepackaged chapter 11 plan. Under the Plan, which was confirmed in less than a week, the family members' equity interests received approximately $31 million. "Represented by a coterie of sophisticated expert legal counsel, all interested parties exchanged releases in the [Plan]." While it did not vote for the Plan, the Trust also neither opposed the Plan nor appealed the Confirmation Order. Six months later, the Trust, alleging fraud, moved to revoke the Confirmation Order under 1144. Specifically, the Trust argued that it had recently become aware of alleged fraud perpetrated by some of the Consortium's representatives' (including Davis), which allowed the Consortium to purchase the assets for well below market value. The Bankruptcy Court concluded that no fraud had occurred. On appeal, the District Court held that the appeal moot because the Plan had been substantially consummated, and accordingly, vacated the Bankruptcy Court's order. Although it did not appeal the District Court's order, the Trust instead sought leave from the District Court to pursue damage claims against the certain members of the Consortium and the individuals, including Davis, who it claimed committed the alleged fraud. Since the motion would require the Court to interpret the Plan's releases and exculpatory clause, the District Court referred the motion to the Bankruptcy Court. Denying the motion, the Bankruptcy Court found that the Trust was impermissibly attempting to collaterally attack the Plan and the Confirmation Order. A full-text copy of the Fifth Circuit's opinion is available at no charge at: http://volo.abi.org/sites/volo.abi.org/files/5th-09-41294- cv0.wpd_.pdf DAZ VINEYARDS: Bank Does Not Consent to Cash Collateral Use ----------------------------------------------------------- Silicon Valley Bank notified the U.S. Bankruptcy Court for the Central District of California that it does not consent to the use by Daz Vineyard, LLC, of its "cash collateral" within the meaning of Section 363(a) of the Bankruptcy Code after the June 30, 2011, expiration of the parties' stipulated cash collateral order. SVB said it is refusing consent to the cash collateral use after June 30 based on, inter alia, a lack of adequate protection of SVB's interest, including the lack of an adequate equity cushion and the lack of positive cash flow that the Debtor previously represented would adequately protect SVB's interests. The Debtor has projected that receivables created by postpetition operations will exceed the use of the cash collateral, but the Debtor's filings in the case evidence that it continues to operate at a loss and projects negative operating flow in the near future, SVB complained. Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria Estate Winery, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-10689) on Feb. 15, 2010. William C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $32,071,232 in assets and $11,418,337 in liabilities. DB CAPITAL: U.S. Trustee, Citing Disputes, Wants Dismissal ---------------------------------------------------------- Richard A. Wieland, the United States Trustee, asks the U.S. Bankruptcy Court for the District of Colorado to dismiss the Chapter 11 case of DB Capital Holdings, LLC. The U.S. Trustee relates that the operations of DB Capital Holdings LLC have been paralyzed by disputes between its two members; Dancing Bear Development, L.P. (also a Debtor) and Aspen HH Ventures, LLC. Further complicating the case, have been the disputes with the secured creditor, West LB AG. In support of his motion, the Trustee cites: (i) The Debtor has been operating under the protections afforded it under the Bankruptcy Code for over eight months and has not filed a Plan or Disclosure Statement. (ii) The Debtor has not filed any monthly operating reports since the Order for relief. (iii) The Debtor has failed to file and transmit to the UST a statement of disbursements made and of any fees payable under 28 U.S.C. Section 1930(a)(6). (iv) The Debtor has not paid the fees due under 28 U.S.C. Section 1930(a)(6) for the 4th quarter of 2010, nor the 1st and 2nd quarters of 2011. (v) The Debtor is not generating revenue, not capable of making payments to the secured creditor, and not paying administration costs. There is a "continuing loss to or diminution of the estate" as required under 1112(b)(4)(A). About Dancing Bear DB Capital Holdings, LLC, is a limited liability company organized under the laws of the State of Colorado. Its assets include its membership interest in Dancing Bear Land, LLC, as well as Dancing Bear Realty, LLC, and LCH LLC. Those entities were used to develop and sell a luxury fractional ownership condominium project (made up of two buildings located across the street from each other) in Aspen, Colorado known as the "Dancing Bear Aspen". Dancing Bear Land holds title to the two parcels of real property on which the Project is being constructed. The Debtor has one Class A member, Aspen HH Ventures, LLC, and one Class B member, Dancing Bear Development, LP. The general partner of Dancing Bear Development, LP, is Dancing Bear Management, LLC, which has no membership or other interest in the Debtor, and is solely owned by Tom DiVenere. The Debtor is managed, pursuant to its Operating Agreement, by Dancing Bear Management, LLC. Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 10-25805) against DB Capital Holdings on June 24, 2010. The order for relief was entered Nov. 29, 2010. Jeffrey S. Brinen, Esq., represents the petitioners. In its schedules, DB Capital disclosed liabilities of $57,456,046. On Oct. 19, 2010, Dancing Bear Development, LP, filed for Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay foreclosure of its membership interest in Capital. DB Development estimated assets and debts below $1 million. On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11 relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of its Property. In its schedules of assets and liabilities, DB Land disclosed $58 million in liabilities. DELTATHREE: Seven Directors Elected at Annual Meeting ----------------------------------------------------- At the Aug. 1 meeting of deltathree, Inc.'s shareholders, seven directors were elected for a term of one year each: (1) Robert Stevanovski; (2) Anthony Cassara; (3) Lior Samuelson; (4) David Stevanovski; (5) Colleen Jones; (6) J. Lyle Patrick; and (7) Brian Fitzpatrick. The ratification of the appointment of Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, as the Company's independent auditors for the fiscal year ending Dec. 31, 2011, was approved by shareholders. About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. The Company's balance sheet at March 31, 2011, showed $1.86 million in total assets, $4.44 million in total liabilities, and a stockholders' deficit of $2.58 million. As reported in the TCR on March 23, 2011, Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed substantial doubt about deltathree, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses from operations and deficiency in stockholders' equity. DENNY'S CORPORATION: Reports $8.13MM Net Income in June 29 Qtr. --------------------------------------------------------------- Denny's Corporation reported net income of $8.13 million on $135.85 million of total operating revenue for the quarter ended June 29, 2011, compared with net income of $5.45 million on $135.07 million of total operating revenue for the same period during the prior year. The Company also reported net income of $12.25 million on $271.65 million of total operating revenue for the two quarters ended June 29, 2011, compared with net income of $10.04 million on $272.65 million of total operating revenue for the same period a year ago. The Company's balance sheet at June 29, 2011, showed $286.66 million in total assets, $386.18 million in total liabilities, and a $99.52 million total shareholders' deficit. John Miller, President and Chief Executive Officer, stated, "Denny's positive same-store sales and guest counts are a testament to the success of our current market strategies, emphasizing everyday affordability with attractive Limited Time Only products. We are especially pleased that we can achieve an increase in sales and profitability despite significant headwinds coming from inflationary pressures and the challenging consumer economic environment. Our franchisees continue to be excited about growing the brand, as evidenced by the opening of 19 new units in the second quarter of this year." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/iQIOAb About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service and a 'B+' corporate credit rating from Standard & Poor's. DREIER LLP: Court Rejects Trustee's Suit Against Wachovia --------------------------------------------------------- Over the course of three years, Wachovia Bank, N.A., made various loans or extended credit to Dreier LLP, in exchange for security interests in Dreier LLP's property. Sheila M. Gowan, the chapter 11 trustee of the estate of Dreier LLP, filed an adversary proceeding to avoid those liens and recover all sums paid by Dreier LLP to Wachovia. Wachovia moved to dismiss the complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, arguing that the Complaint alleges a series of unexceptionable banking transactions in which Wachovia sought to earn fees but ultimately lost a lot of money. Furthermore, Wachovia did not invest in the Ponzi scheme and did not maintain the account through which Mr. Dreier ran it. The Trustee counters that Wachovia knew or should have known that Mr. Dreier would cause Dreier LLP to fraudulently transfer certain loan proceeds as part of the Ponzi scheme. Wachovia extended a $9 million loan to Mr. Dreier shortly before the firm collapsed. The Trustee, however, has withdrawn most of her claims at or subsequent to oral argument. In an August 3, 2011 Memorandum Decision and Order, Bankruptcy Judge Stuart M. Bernstein granted Wachovia's motion to dismiss, but permitted the Trustee's request for leave to replead to a limited extent. According to Judge Bernstein, the Trustee had two years to prepare her Complaint, aided by Rule 2004 discovery. "This is not a case where she was unable to identify and sufficiently plead the underlying fraudulent transfer of the loan proceeds to a Ponzi scheme investor. The problem with her pleading relates to Wachovia's awareness of Marc's scheme," Judge Bernstein said. "The Court has found these allegations wanting because of Wachovia's lack of contact with the scheme either as an investor or as a bank and the implausibility of its supposed desire to acquire the account so it could knowingly facilitate the scheme and earn more fees. The Trustee has not indicated that she could plead any other facts bearing on Wachovia's actual or constructive awareness that Marc ran a Ponzi scheme, or that he planned to use the October 2008 Loan to fund it. As a result, leave to replead these claims would not be productive. In addition, the preference claim is plainly barred by the contemporaneous exchange for value defense, and no point would be served by granting the Trustee leave to replead it. The case is Sheila M. Gowan, Chapter 11 Trustee of the Estate of DREIER LLP, v. Wachovia Bank, N.A., and Wells Fargo Bank, N.A., in its Capacity as Successor-By-Merger to Wachovia Bank, N.A., Adv. Proc. No. 10-5458 (Bankr. S.D.N.Y.). A copy of Judge Bernstein's ruling is available at http://is.gd/OIysvofrom Leagle.com. Wachovia Bank, N.A. and Wells Fargo Bank, N.A., are represented by: Jordan W. Siev, Esq. Melissa Rubenstein, Esq. Han J. Ahn, Esq. Nicole O'Sullivan, Esq. REED SMITH LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022 Tel: 212-205-6085 Fax: 212-521-5450 E-mail: jsiev@reedsmith.com mrubenstein@reedsmith.com About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier, currently in prison, was charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09- cr-00085). Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Sheila M. Gowan, a partner with Diamond McCarthy, was appointed Chapter 11 trustee. Wachovia Bank National Association, the Chapter 11 trustee, and Steven J. Reisman as post-confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier, 60, pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. EIDOLON CAPITAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Eidolon Capital Partners, II, LLC 9060 Harts Mill Rd. Warrenton, VA 20186 Bankruptcy Case No.: 11-15657 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: Ronald J. Aiani, Esq. RONALD J. AIANI, P.C. 86 East Lee St. Warrenton, VA 20186-3328 Tel: (540) 347-5295 E-mail: raiani@aianilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Douglas E. Darling, sole member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Douglas E. Darling 11-15658 08/01/11 ELEPHANT & CASTLE: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Massachusetts Elephant & Castle Group filed with the U.S. Bankruptcy Court for the Western District of Minnesota, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------- ----------- A. Real Property $0 B. Personal Property $332,312 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $21,279,707 E. Creditors Holding Unsecured Priority Claims $92,425 F. Creditors Holding Unsecured Non-priority Claims $186,701 -------- ----------- TOTAL $323,312 $21,558,833 About Elephant & Castle Boston, based Massachusetts Elephant & Castle Group, Inc. and its affiliates operate 21 British-style restaurant pubs in the U.S. and Canada. Ten locations are in the U.S. Elephant & Castle, along with affiliates, filed for Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16155) on June 28, 2011. Bankruptcy Judge Henry J. Boroff presides over the case. John G. Loughnane, Esq. at Eckert Seamans Chein& Mellott, LLC represents the Debtors in their restructuring effort. Repechage Investments Limited' estimated assets and debts at $10 million to $50 million. Other debtors each estimated assets and debts at $0 to $10 million. EXTENDED STAY: Agreement on Turnover of Examiner Docs. Approved --------------------------------------------------------------- Judge James Peck approved an agreement, which calls for a turnover of certain documents collected during an investigation by a court-appointed examiner into Extended Stay Inc.'s bankruptcy. Pursuant to the agreement, copies of certain documents received from the examiner's financial adviser, Alvarez & Marsal Dispute Analysis and Forensic Services LLC, will be provided to a trust for the company's creditors which is administered by Hobart Truesdell. The agreement prohibits the trust from using the documents in any future litigation unless there is prior written agreement from the examiner and his professionals. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July 2010. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAVA SQUARE: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Fava Square, LLC 416 Nye Laredo, TX 78041 Bankruptcy Case No.: 11-50173 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Laredo) Judge: Richard S. Schmidt Debtor's Counsel: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO 817 Guadalupe Street Laredo, TX 78040 Tel: (956) 725-7500 Fax: (956) 722-6739 E-mail: cmblaw@netscorp.net Scheduled Assets: $3,273,860 Scheduled Debts: $2,591,220 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txsb11-50173.pdf The petition was signed by Paolo Favarato, manager. FIDDLER'S CREEK: DYLand Further Fine-Tunes Chapter 11 Plan ---------------------------------------------------------- On July 19, 2011, a Second Modification to the Second Amended Joint Plan of Reorganization for DY Land Holdings II, LLC, FC Commercial, LLC, and FC Parcel 73, LLC, as previously modified by a First Modification to the Plan, dated May 16, 2011, was filed with the U.S. Bankruptcy Court for the Middle District of Florida. The changes under the Second Modification pertain to the treatment of Class 4A: Secured Claim - Tomen 1 Debt, which consists of the Secured Claim of Fiddler's Debt Investor LLC, as assignee of Collonade Naples Land, LLC, in connection with the Tomen 1 Debt, and the Class 4B: Secured Claim - Tomen 2 Debt, which consists of the Secured Claim of Fiddler's Land Investor LLC, as assignee of Colonnade Naples Land, LLC in connection with the Tomen 2 Debt. A copy of the Second Modification to the Second Amended Joint Plan of Reorganization for DY Land Holdings II, et al., is available for free at http://is.gd/tRsoSQ 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 (Bankr. M.D. Fla. Case No. 10-03846) on Feb. 23, 2010. Paul J. Battista, Esq., Heather L. Harmon, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., Miami; 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. FIDDLER'S CREEK: Court Enters 8th Interim Order on DIP Loans ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida entered its eight interim order allowing Fiddler's Creek, LLC, et al., to obtain secured postpetition financing of up to $6,305,659, when combined with the borrowings earlier authorized by the Court, from Gulf Bay Capital, Inc., the DIP Lender, for the 4 week period from July 1, 2011, through July 31, 2011, according to a July 14, 2011 order entered by the bankruptcy judge. In their original request for DIP financing, the Debtors have requested the authority to borrow up to $25,000,000. At the most recent hearing, the Court only considered the Debtors' request to borrow up to approximately $6,305,659 in accordance with the eighth interim budget. 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 (Bankr. M.D. Fla. Case No. 10-03846) on Feb. 23, 2010. Paul J. Battista, Esq., Heather L. Harmon, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., Miami; 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. GALP WATERS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: GALP Waters Limited Partnership aka Gallery at Champions Apartments c/o LAW OFFICES OF MATTHEW HOFFMAN, P.C. 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Tel: (713) 654-9990 Bankruptcy Case No.: 11-36743 Affiliate that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- GALP Highcross Limited Partnership 11-36741 Chapter 11 Petition Date: August 2, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtors' Counsel: Matthew Hoffman, Esq. LAW OFFICES OF MATTHEW HOFFMAN, P.C. 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Tel: (713) 654-9990 Fax: (713) 654-0038 E-mail: mhecf@aol.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petitions were signed by Gary M. Gray, president of Waters-1 GP, Inc., general partner of Waters GP, L.P., general partner. List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Findit Apartment Locators Trade Debt $16,333 P.O. Box 742324 Houston, TX 77074 O'Connor & Associates Trade Debt $15,820 2200 North Loop West, Suite 200 Houston, TX 77018 O.R.P. Construction, Inc. Trade Debt $14,679 30603 Aldine Westfield Spring, TX 77386 LTD Landscaping & Supplies, Inc. Trade Debt $13,380 All Floors Carpet Cleaning Trade Debt $9,463 Gexa Energy Trade Debt $9,088 Century Air Conditioning Supply, Trade Debt $5,074 Inc. For Rent Media Solutions Trade Debt $4,400 Hudson Energy Trade Debt $4,236 A.S.A.P Apartment Specialist Trade Debt $3,935 Centerpoint Energy Trade Debt $3,802 American Management Services LLC Trade Debt $3,449 AAA Plumbers Trade Debt $3,334 Camp Roofing Trade Debt $2,370 Apartments.com Trade Debt $2,253 Webb Pest Control Trade Debt $2,249 Reliant Energy Trade Debt $1,973 Sherwin Williams Trade Debt $1,789 E-Z Apartment Locators Trade Debt $1,758 Envirotrol Company, Inc. Trade Debt $1,625 GIORDANO'S ENTERPRISES: Franchisees Now Using Approved Ingredients ------------------------------------------------------------------ The Associated Press reports that Philip Martino, bankruptcy trustee for Giordano's, said all of the chain's Chicago-style, deep-dish pizza restaurants are again using its proprietary products. The trustee had filed complaints against certain franchisees for failing to buy ingredients from approved suppliers. The trustee said that all restaurants are now buying the approved products, according to the report. The trustee said certain disputes with franchisees remain unresolved. But the trustee said those differences should be settled over the next month. The trustee said customers should know the pizza "will continue to be of the highest quality." 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 has been appointed as Chapter 11 trustee in the Debtors' bankruptcy cases, at the behest of the U.S. Trustee. Mr. Martino filed a $3,000,000 bond. GPX I: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------- Debtor: GPX I LLC 814 Pebble Drive Greensboro, NC 27410 Bankruptcy Case No.: 11-11187 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Debtor's Counsel: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP Suite 500, 100 S. Elm St. P.O. Box 3324 Greensboro, NC 27402-3324 Tel: (336) 274-4658 Fax: (336) 274-4540 E-mail: dws@imgt-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncmb11-11187.pdf The petition was signed by Michael A. Falk, manager/member. GRACE COMMUNITY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Grace Community Church of Castroville Incorporated 8406 FM 471 South Castroville, TX 78009 Bankruptcy Case No.: 11-52659 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Michael G. Panzarella, Esq. MICHAEL G. PANZARELLA, PLLC 1314 E Sonterra Blvd, Suite 401 San Antonio, TX 78258 Tel: (210) 495-4801 Fax: (210) 477-2226 E-mail: mpanzarella@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb11-52659.pdf The petition was signed by Kent Carnely, pastor. GREAT ATLANTIC: At "Crucial Stage" of Labor Talks, Seeks Plan Time ------------------------------------------------------------------ The Great Atlantic & Pacific Tea Company, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until Jan. 16, 2012 and March 16, 2012, respectively. The Debtors set an Aug. 16 hearing on the requested exclusivity extensions. Objections, if any, are due Aug. 9, at 4:00 p.m. (prevailing Eastern Time). The Debtors relate that they are now at a crucial stage in their labor negotiations and are simultaneously pressing forward on their other operational restructuring efforts, further refining their business plan, and undertaking other preparatory analyses and efforts to best position them to exit from chapter 11 as expeditiously as possible. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREAT ATLANTIC: Gets to Defer Decision on Select Store Leases ------------------------------------------------------------- Pursuant to the Court approved procedures with respect to the assumption or rejection of unexpired leases of nonresidential property, The Great Atlantic & Pacific Tea Company, Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York on Aug. 1, 2011, a schedule of consensual agreements to extend the 11 U.S.C. Section 365(d)(4) deadline between the Debtors and the applicable Lessor. The Extension Schedule identifies for each consensual agreement to extend the 365(d)(4) Deadline: (a) the applicable store; (b) the store address; (c) the Lessor; and (d) the proposed extension of the 365(d)(4) Deadline. Any party wishing to object to any extension of the 365(d)(4) Deadline identified on the Extension Schedule must file and serve a written objection by Aug. 8, 2011 A full-text copy of the extension schedule is available for free at http://bankrupt.com/misc/GreatAtlantic_leaseext.pdf About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. HAMPTON ROADS: Bank Sells Gateway Insurance for $5.8 Million ------------------------------------------------------------ The Bank of Hampton Roads and Gateway Insurance Services, Inc., subsidiaries of Hampton Roads Bankshares, Inc., entered into an asset purchase agreement with Bankers Insurance, L.L.C. Under the Purchase Agreement, Bankers purchased substantially all of the assets and assumed certain liabilities of Gateway Insurance effective simultaneously with the execution of the Purchase Agreement. As consideration for the Asset Sale, the Bank received a cash payment equal to $5.8 million and a 0.45% membership interest in Bankers. The cash payment is subject to a post- closing working capital adjustment. The Bank and Gateway Insurance also agree, under the Purchase Agreement, not to compete with Bankers, or solicit employees of Bankers, for a period of three years from Aug. 1, 2011. The restriction on competition is limited to Bankers' current business and applies to the Bank, Gateway Insurance and their affiliates in areas within 60 miles of current offices of the Bank or Gateway Insurance, but does not apply on the Eastern Shore of Virginia to affiliates located there. Insurance products will continue to be available to HRB's customers through referrals to Bankers. Under the terms of its Bankers membership interest, HRB may receive a portion of the commissions generated by such insurance sales. A full-text copy of the Asset Purchase Agreement is available for free at http://is.gd/LosuIt About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. The Company reported a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company's balance sheet at March 31, 2011, showed $2.71 billion in total assets, $2.55 billion in total liabilities and $159.86 million in total shareholders' equity. HAWAII MEDICAL: Court Okays Scouler as Financial Advisor -------------------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy for the District of Hawaii authorized Hawaii Medical Center, et al., to employ Scouler & Company LLC as their financial advisors nunc pro tunc to the Petition Date. As reported in the July 11, 2011 edition of the Troubled Company Reporter, the firm will provide the services of Dan Scouler to serve as chief restructuring officer, who will report directly to the Board. As directed by the Board, the CRO and any additional personnel will provide the Debtors with these services: * Assist Maria Kostylo and her team through the bankruptcy process by, among other things, serving as the primary contact for the other advisors, the secured lenders, unsecured creditors and other parties-in-interest. Provide non-legal restructuring and bankruptcy advise to the HMC Board. * Supervise the preparation of all necessary bankruptcy filings, including the schedules and statements of financial affairs, the monthly reports, and the cash projections for the cash collateral and/or DIP budgets. * Represent the Debtors in all court proceedings to provide testimony on any contested matters and plan feasibility issues, as requested. * Work with the Debtors' management to perform a financial review of the Debtors, including a review and assessment of financial information, including the Company's projected short and long-term cash flows. * Provide ongoing, periodic assessments of operations and financial performance, including progress towards achieving the Debtors' strategic objectives. * Conduct ongoing, routine communications with the Debtors' lenders and other creditors including periodic reviews of the Debtors' performance and progress towards achieving their strategies objectives. * Provide other similar services as may be necessary to maximize enterprise value. * The CRO and any Additional Personnel will provide other services as requested or directed by the Board and agreed to by such officer. Dan Scouler's hourly rate is $695 per hour. These professionals will be assisting in the matter: Name Hourly Rate ---- ----------- Bob Noyes $400 Kern Gillette $450 Bret Jacobs $400 Lars Parkin $250 The parties agreed to an initial advance payment retainer of $15,000. Mr. Scouler assures the Court that the firm does not hold or represent any interest adverse to the Debtors' estate and Scouler is a "disinterested person" as that phrase is defined under Section 101(14) of the Bankruptcy Code. 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) on June 21, 2011, 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, in Honolulu, Hawaii, and McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors' counsel. 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. Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Official Committee of Unsecured Creditors as counsel. The Debtors' prepetition debt structure is comprised of (i) the Prepetition Revolving Loan with MidCap Financial, LLC, and the Prepetition Term Loan with St. Francis Healthcare Systems of Hawaii. As of the petition Dte, the aggregate outstanding principal on the Prepetion MidCap Revolving Loan and the Prepetition St. Francis Term Loan is approximately $46,851,772. The principal balance of the Prepetion MidCap Revolving Loan is approximately $7,676,495. The amount owed under the Prepetition St. Francis Term Loan is approximately $39,175,277, secured by St. Francis's first priority lien on, among other things, all real property of the Debtors. Through this Chapter 11 filing, the Debtors plan to return the hospitals to the control of St. Francis. 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. 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. HILL TOP: Wants Webb County Property's 2010 Tax Rate Reduced ------------------------------------------------------------ Hill Top Farm, Ltd., asks the U.S. Bankruptcy Court for the Western District of Texas to determine that the 2010 value of the real property is the same as assessed by the appraisal district in 2009, and requests that the Court enter an order valuing the property, and reducing the taxing authorities' secured claims relating thereto. The Debtor relates that the Webb County Appraisal District annually assesses the value of the Debtor's real property located in Webb County. Thereafter, the taxing authorities in Webb County set their property tax rate and then assess and collect ad valorem property taxes for themselves. The Debtor notes that in 2009 and 2011, the Webb County Appraisal District's valuation of each lot was nearly identical and, for tax purposes, represent a fair assessment of value. However, in 2010, the property value for each lot upon which each ad valorem taxing authorities' claim is based is inflated and does not reflect appropriate fair market values. The values are excessive as is the resulting tax. The Debtor also requests that the value be used for plan and/or tax determination purposes. The Hon. Ronald B. King, in a separate order, dismissed First National Bank's motion to compel disclosure information regarding collateral and to prohibit use of cash collateral. Based on the review of the Debtor's docket sheet, it appears to the Court that a proposed order has not been submitted regarding the motion pursuant to the Court's ruling on April 4, 2011, and the letter of May 27, from the Clerk of the Court. About Hill Top Farm, Ltd. San Antonio, Texas-based Hill Top Farm, Ltd., is in the real estate development business. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 10-52526) on July 2, 2010. William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the Petition Date. Judy A. Robbins, the U.S. Trustee for Region 7, was unable to appoint a committee of creditors holding unsecured claims. HINGHAM CAMPUS: Can Appoint Paul Rundell as CRO ----------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas granted Hingham Campus, LLC, authorization to employ Alvarez & Marsal Healthcare Industry, LLC, to provide Hingham a Chief Restructuring Officer, and additional personnel, and to designate Paul Rundell as CRO, nunc pro tunc to the Petition Date. As reported in the TCR on July 6, 2011, A&M was retained by Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, the sole member of Hingham, pursuant to an Engagement Letter by and between Senior Living and A&M, dated April 2, 2009. Mr. Rundell is the Plan Administrator for Senior Living. On June 1, 2011, Senior Living and A&M entered into a Second Addendum to the Engagement Letter, pursuant to which, among other things, A&M and Senior Living agreed to appoint Mr. Rundell as Hingham's CRO. In addition, Mr. Rundell provides analysis and advice to Linden Ponds, pursuant to the Management Agreement. Hingham has agreed to compensate A&M monthly for the hourly services rendered by Mr. Rundell, as CRO, and the Additional Personnel, to the extent necessary to assist Mr. Rundell in his role as CRO, at these hourly rates: Managing Directors $600-$700 Senior Directors $475-$550 Directors $400-$500 Associates $325-$400 Analysts $200-$275 Hingham has agreed to indemnify the CRO in the same fashion provided to Hingham's other officers and directors and certain related parties. Mr. Rundell attests that A&M does not represent any interest materially adverse to Hingham, its creditors, the United States Trustee for the Northern District of Texas, any person employed by the United States Trustee for the Northern District of Texas, or any other party in interest. About Linden Ponds Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15, 2011. Hingham Campus estimated assets and debts of $100 million to $500 million. Debt includes $156.4 million owing on bonds issued by the Massachusetts Development Finance Agency, with Wells Fargo Bank, National Association, as the bond trustee. Erickson Retirement Communities sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009. Erickson, the owner of 20 senior living facilities, won approval of its reorganization plan in April 2010. The Erickson plan provided for a sale to Redwood Capital, the highest bidder at the auction in December 2009. Redwood won the auction with an all-cash bid of $365 million. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. HUDSON HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hudson Healthcare, Inc. 308 Willow Street Hoboken, NJ 07030 Bankruptcy Case No.: 11-33014 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Adam D. Wolper, Esq. TRENK, DIPASQUALE, WEBSTER, ET AL. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 E-mail: awolper@trenklawfirm.com - and - Henry M. Karwowski, Esq. TRENK, DIPASQUALE, WEBSTER, ET AL. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: hkarwowski@trenklawfirm.com - and - Joseph J. DiPasquale, Esq. TRENK, DIPASQUALE, WEBSTER, ET AL 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: jdipasquale@trenklawfirm.com - and - Sam Della Fera, Esq. TRENK, DIPASQUALE, WEBSTER ET AL. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: sdellafera@trenklawfirm.com - and - Thomas Michael Walsh, Esq. TRENK, DIPASQUALE, ET AL. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: twalsh@trenklawfirm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Vincent Riccitelli, CEO. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ UMDNJ-Cashier -- $2,829,784 Liberty Plaza P.O. Box 2685 New Brunswick, NJ 08903-2685 PSE&G -- $2,502,670 80 Park Plaza, T5D P.O. Box 570 Newark, NJ 07102 Apollo Health Street, Inc. -- $1,599,196 Lockbox #8226 P.O. Box 8500 Philadelphia, PA 19178-8226 District 1199J NJ Benefit Fund -- $1,055,045 P.O. Box 998 Newark, NJ 07101 Hoboken Parking Authority -- $1,007,740 101 First Street Hoboken, NJ 07030 City of Hoboken -- $903,638 101 First Street Hoboken, NJ 07030 Cardinal Health (Value Link) -- $751,261 Valuelink Division P.O. Box 13862 Newark, NJ 07188-0862 Express Scripts, Inc. -- $602,734 21653 Network Place Chicago, IL 60673-1216 MD-X Solutions, Inc. -- $593,714 200 No Point Center East, Suite 200A Alpharetta, GA 30022 Quadramed -- $562,317 P.O. Box 1915 Merrifield, VA 22116-1915 Fresenius Management Svcs Inc. -- $515,011 P.O. Box 16343 Chicago, IL 60693 Horizon BC & BS of N.J. Inc. -- $499,855 3 Penn Plaza East - PP06n Newark, NJ 07105-2200 Sitrcit 1199J Pension Fund -- $494,417 P.O. Box 998 Newark, NJ 07101 NHSA -- $473,517 1600 Adams Street Hoboken, NJ 07030 Sodexo Inc. -- $396,122 Box 360170 Pittsburgh, PA 15251-6170 Sodexo Inc. -- $395,568 Box 360170 Pittsburgh, PA 15251-6170 Aramark Healthcare -- $337,665 12483 Collection Center Drive Chicago, IL 60693 Verizon -- $306,647 P.O. Box 4833 Trenton, NJ 08650 Hoboken Physician Assoc LLC -- $299,335 66 West Gilbert Street Red Bank, NJ 07701 Amerihealth Casualty Services -- $290,612 Lockbox #8271 P.O. Box 8500 Philadelphia, PA 19178-8271 HUDSON POINT: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Hudson Point Realty, LLC 22 Hudson Drive Stony Point, NY 10980 Bankruptcy Case No.: 11-23562 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Ronald De Caprio, Esq. ATTORNEY AT LAW 65 West Ramapo Road Garnerville, NY 10923 Tel: (845) 354-3212 Fax: (845) 354-3213 E-mail: rdecaprio@optonline.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Stuart Roberts, member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ PRIF II Titan, LLC 22 Hudson Drive $1,488,914 2160 North Central Road Stony Point, New Fort Lee, NJ 07024 York, 10980 IMMUCOR INC: S&P Assigns Prelim. 'B+' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B+' corporate credit to Immucor Inc. "In addition, we assigned a preliminary 'BB-' debt rating and preliminary '2' recovery rating to the company's proposed $700 million secured bank facility, consisting of a $100 million revolving credit facility and $600 million term loan B. The preliminary '2' recovery rating indicates our expectation of substantial recovery (70% to 90%) in the event of a default. Proceeds from the term loan, in addition to $400 million of unsecured financing and $715 million of sponsor common equity will be used to finance the transaction," S&P related. "The ratings on Norcross, Georgia-based Immucor Inc. reflect our expectations that revenues and EBITDA will continue to grow in the low single-digits driven by the trend toward automation and contract price escalators, despite depressed demand for blood testing in the U.S. While EBITDA growth should gradually deleverage the company, we expect Immucor's financial risk profile to remain highly leveraged over the next year or two because of debt incurred as part of its acquisition by TPG Capital. Immucor develops, manufactures, and sells reagents and automated systems that detect and identify certain properties of the cell and serum components of human blood for the purpose of blood transfusion. Its products are used by hospitals, donor centers and reference laboratories. The company's fair business risk profile reflects its narrow business focus and modest revenue base, operating risk with the majority of reagents produced at its Norcross manufacturing facility, regulatory risk, and lack of geographic diversity. Strengths include a leading position in the in-vitro diagnostic (IVD) blood typing and screening market, high profitability, high barriers to entry and minimal competitive pressures, and high contract/customer stickiness," S&P stated. "As a result of the TPG acquisition, we expect initial debt to EBITDA (adjusted for off-balance-sheet items such as operating leases) to exceed 6x; we anticipate a $400 million unsecured financing in addition to the bank loan facility. EBITDA growth and debt repayment could deleverage the company over the next few years. However, unless the company's performance significantly exceeds our expectations of low to mid single growth, we do not expect debt leverage to decline to under 5x within the next two years. We expect funds from operations (FFO) to debt to remain under 12% over that time, consistent with a highly leveraged financial risk profile," S&P related. Immucor has a narrow business focus and manufacturing concentration at its main reagent manufacturing facility, Norcross. Although barriers to entry are high given the material U.S. Food and Drug Administration (FDA) involvement in many aspects of the industry, it also presents regulatory risk. The Norcross facility remains under a June 2009-issued FDA notice of intent to revoke (NOIR) its biologics license with respect to its reagent red blood cells and anti-E (monoclonal) blood grouping reagent products. This administrative action followed a warning letter received in May 2008. Immucor implemented a quality process improvement project to remediate the deficiencies, and a subsequent inspection was conducted by the FDA in June 2010. In September 2010, the FDA noted that while the June 2010 inspection "?disclosed that substantive corrections have been made, some deviations continue." "Because Immucor made progress on quality improvement, and provides over one-half of the reagents needed for blood testing in the U.S. (and Immucor is the sole supplier for approximately one-third of its red blood cell reagents), we think it unlikely the FDA would take the extreme position of shutting down its operations. Nonetheless, the outstanding NOIR heightens business risk," S&P added. INSIGNIA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Insignia Holdings, LLC 2160 Spaulding Drive Atlanta, GA 30350 Bankruptcy Case No.: 11-72444 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Chaz Y. Lazarian, Esq. THE INFINITY GROUP 360, P.C. 137 Johnson Ferry Road, Suite 137 Marietta, GA 30068 Tel: (678) 310-0707 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-72444.pdf The petition was signed by Chaz Y. Lazarian, member. ISAACSON STRUCTURAL: Court Okays W. Gannon as General Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire approved Isaacson Structural Steel, Inc.'s hiring of William S. Gannon, Esq., as general counsel effective as of the Petition Date. Mr. Gannon is assisting the Debtor on issues involving Passumpsic Savings Bank. Mr. Gannon's hourly rate is $400 per hour. About Isaacson Structural Steel Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc., filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416) on June 22, 2011. Bankruptcy Judge J. Michael Deasy presides over the case. Isaacson Structural Steel estimated both assets and debts of $10 million to $50 million. The petition was signed by Arnold P. Hanson, Jr., president. An official committee of unsecured creditors has been appointed in Isaacson Structural Steel's case. A bankruptcy petition was also filed for Isaacson Steel, Inc. (Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating assets and debts of $1 million to $10 million. The petition was signed by Arnold P. Hanson, Jr., president. William S. Gannon, Esq., also represents Isaacson Steel. ISHA HOMES: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Isha Homes, LLC 102 Elsmore Court Raleigh, NC 27607 Bankruptcy Case No.: 11-05834 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Travis Sasser, Esq. SASSER LAW FIRM 2000 Regency Parkway, Suite 230 Cary, NC 27518 Tel: (919) 319-7400 Fax: (919) 657-7400 E-mail: tsasser@carybankruptcy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-05834.pdf The petition was signed by Jawahar Muniyandi, managing member. JCE DELAWARE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: JCE Delaware, Inc. 8660 N. US Highway 183A Toll Road Leander, TX 78641 Bankruptcy Case No.: 11-11926 Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- J.C. Evans Construction Holdings, Inc., a Texas Corporation 11-11927 J.C. Evans Construction Co. LP 11-11928 J.C. Evans Nevada, LLC 11-11929 Equus Development, Inc. 11-11930 Adkins Land Development, LP 11-11931 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtors' Counsel: George H. Tarpley, Esq. COX SMITH MATTHEWS INCORPORATED 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7818 Fax: (214) 698-7899 E-mail: gtarpley@coxsmith.com - and - Mark E. Andrews, Esq. COX SMITH MATTHEWS INCORPORATED 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 E-mail: mandrews@coxsmith.com Lead Debtor's Estimated Assets: $50,000,001 to $100,000,000 Lead Debtor's Estimated Debts: $50,000,001 to $100,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Blake Kuhlman, president. JSP INVESTMENTS: Owes $6.7 Million to State Bank of Lincoln ----------------------------------------------------------- Bruce Rushton at the State Journal-Register, citing financial statements filed in the U.S. Bankruptcy court, reports that JSP Investments owes State Bank of Lincoln more than $6.7 million. According to the report, State Bank, which is JSP's largest creditor by far, is seeking to foreclose on more than 120 Sangamon County properties owned by JSP, most of them in the city of Springfield. However, JSP owes hundreds of thousands of dollars more to other creditors, according to court documents. Many of those debts are unsecured. The report notes that DeWitt Savings Bank in Clinton is carrying more than $185,000 in JSP debt, with more than $81,000 of that amount unsecured. Other unsecured creditors include: * Alice F. Polen, mother of JSP president Jeffrey Polen, who is owed $485,000 in unsecured debt. * U.S. Bank, which is owed $62,000. * Chase Bank, which is owed $25,000. * Menards, which is owed $22,000. The report says, in addition, JSP owes Sangamon County nearly $175,000 in 2009 property taxes that were due last year, and State Bank of Lincoln said the company also has not paid the first installment on 2010 taxes that were due in June, bringing the total tax delinquency to more than $250,000. Meanwhile, a balance sheet included in federal court documents shows that JSP turned a net profit of more than $372,000 in 2009. Profits were also in the six figures last year, according to JSP's court filings. Jeffrey Polen said he paid State Bank instead of the county. About JSP Investments Based in Springfield, Illinois J.S.P. Investments, Inc., aka JSP Investments, Inc., filed for Chapter 11 bankruptcy protection on June 24, 2011 (Bankr. C.D. Ill. Case No. 11-71692). Judge Mary P. Gorman presides over the case. James R. Enlow, Esq., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. Jeffrey Polen, president of JSP, said the firm has sought Chapter 11 to stop a pending foreclosure action in Sangamon County Circuit Court and save people's homes. JSP pegs the value of that property at slightly more than $2.25 million, which leaves the bank with nearly $4.7 million in unsecured debt. The bank has said reorganization under Chapter 11 is impossible, and the properties, which have already suffered from lack of maintenance, will continue to crumble as time passes. KCXP INVESTMENTS: Court Okays Dismissal After Deal With Lender -------------------------------------------------------------- On July 29, 2011, the U.S. Bankruptcy Court for the District of Nevada entered its order dismissing, with prejudice, the Chapter 11 case of KCXP Investments, LLC. As reported in the TCR on July 11, 2011, the Debtor asked the Bankruptcy Court to enter an order dismissing its Chapter 11 case. Kevin A. Darby, Esq., of Darby Law Practice, Ltd., counsel for the Debtor, says that the Debtor has already successfully reached an agreement with its secured creditor, Security First Bank, which will allow the Debtor to continue to operate its business without bankruptcy court protection and the continued accumulation of administrative fees. In addition, the Debtor will pay all unsecured creditors in full outside of bankruptcy. According to Mr. Darby, the Debtor has negotiated the Forbearance Agreement with Security First Bank, which resolved the pending foreclosure on the Jet Ranch Complex. The Debtor is willing to pay all unsecured debts in full, and has reached out to unsecured creditors to negotiate repayment terms. Because Debtor has resolved the issues that caused the filing of this case and is willing to pay all of its debts in full outside of this Bankruptcy Case, Mr. Darby states that cause exists to dismiss this case. Dismissal will also pave the way for the Debtor to sell hangar units and generate funds to pay creditors. At the same time, it will eliminate the continued accrual of administrative expenses such as attorneys fees, costs and U.S. Trustee's Fees. About KCXP Investments Dayton, Nevada-based KCXP Investments, LLC, dba Jet Ranch Hangar Community Association, owns and operates an airplane hangar located at the Carson City Airport in Carson City, Nevada, which consists of 12-buildings totaling 82,400 square feet of hangar and office space situated on 3.3 acres of leased real estate at the east end of the Carson City Airport. KCXP Investments filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-54847) on Dec. 14, 2010. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,588,750 in total assets and $6,027,645 in total debts as of the Petition Date. KEVIN LEWIS: Arkansas Attorney Admits to $47-Mil. Ponzi Scheme -------------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that an Arkansas lawyer and businessman admitted Wednesday to operating a $47 million Ponzi scheme and causing the collapse of a local bank in one of the largest cases of fraud in the state's history, according to prosecutors. Kevin Harold Lewis, 43, copped to one count of bank fraud and faces up to 30 years in prison, though U.S. Attorney Christopher Thyer plans to request a lighter sentence of between 10 and 13 years, according to a statement obtained by Law360. KIMBALL HILL: Debtors' Contractor Preference Claims Fail -------------------------------------------------------- WestLaw reports that a complaint failed to state claims to avoid the prepetition payments made by a Chapter 11 debtor to contractors as preferential transfers. The complaint alleged that the payments were made for goods or services provided to the debtor's affiliates, and thus did not allege the requisite antecedent debt owed by the debtor to the contractors, despite an assertion that the debtor issued "certain work orders" to the contractors for the goods or services provided to the affiliates. In re Kimball Hill, Inc., --- B.R. ----, 2011 WL 2182429 (Bankr. N.D. Ill.). About Kimball Hill Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. -- http://www.kimballhillhomes.com/-- was one of the largest privately-owned homebuilders and one of the 30 largest homebuilders in the United States, as measured by home deliveries and revenues, before filing for bankruptcy. The company operated within 12 markets, including, among others, Chicago, Dallas, Fort Worth, Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida, the Midwest, Nevada, the Pacific Coast and Texas. Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11 protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08- 10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring efforts. The Debtors' consolidated financial condition as of Dec. 31, 2007, reflected total assets of $795,473,000 and total debts $631,867,000. Kimball Hill filed a Chapter 11 plan of liquidation on December 2, 2008, which provides for the winding down of the Debtors' business. With the support of the official committee of unsecured creditors and the company's senior lenders (estimated to recover 37% to 48% of their claims), the plan was confirmed and took effect on Mar. 24, 2009. KT SPEARS: Can Access Cash from Greenhill Apartments Until Sept. 6 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of South Carolina approved a stipulation between KT Spears Creek, LLC, and RBC Bank (USA) formerly known as RBC Centura Bank, authorizing cash collateral access until Sept. 6, 2011. The Debtor is borrower under that certain commercial promissory note dated as of May 25, 2006, in the principal amount of $19,700,000, with interest at the initial rate of RBC Centura LIBOR base rate plus 1.85% per annum. As of the Petition Date, the Debtor's obligation under the RBC Note was $22,646,397, plus interest at an allowable rate. On Nov. 12, 2010, the Court of Common Pleas entered an order appointing Henry W. Moore of Colliers International as receiver over certain property, including the Greenhill Apartments and rents and profits therefrom. The Debtor and RBC Bank entered into an agreement to allow cash usage and to allow the elimination of the receiver and its control of rental income generated by the Greenhill Apartments. The Debtor through GREP Atlantic, L.P., the property manager of the Greenhill Apartments, has authority to use funds which RBC Bank holds a first priority security interest. As part of the stipulation, the Debtor and RBC Bank have agreed that Greystar will continue to operate the Greenhill Apartments and will continue to collect all rental and deposit checks from the tenants and the receiver will turn over any and all of its books and records to Greystar. Greystar is also authorized to: -- continue to pay all normal and customary operating expenses of the Greenhill Apartments, in the event that the total operating expenses will have a variance of 10%, Greystar or the Debtor will seek permission from RBC Bank for payment of such expenses; -- turn over to RBC Bank all excess proceeds generated by the property after the payment of normal operating expenses, in no case will any cash be turned over to the Debtor without further order of the Court; and -- continue to use the existing bank accounts, cash management procedures and policies and any business forms necessary to operate the Greenhill Apartments. Any continued use of the cash usage thereafter will be subject to further hearing and order of the Court, or written agreement among RBC Bank and the Debtor. First Savers Bank and First Palmetto Savings Bank have indicated in Court that they have no interest in the rents from the Greenhill Apartments and have no objection to the entry of the order. RBC Bank is represented by: Constance L. Young, Esq. JOHNSTON, ALLINSON & HORD, PA 1065 East Morehead Street Charlotte, NC 28204 Tel: (704) 998-2259 Fax: (704) 376-1628 E-mail: cyoung@jahlaw.com - and - R. William Metzger, Jr., Esq. Thomas W. Bunch, II, Esq. ROBINSON MCFADDEN & MOORE, P.C. 1901 Main Street, Suite 1200 Columbia, SC 29201 Tel: (803) 227-1130 Fax: (803) 744-1150 E-mail: bmetzger@robinsonlaw.com tbunch@robinsonlaw.com About KT Spears Creek, LLC KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011, Judge Letitia Z. Paul presiding. Magdalene Duchamp Conner, Esq., at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Kyle D. Tauch, sole member. The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case to the Bankruptcy Court for the District of South Carolina. KT SPEARS: RBC Bank, Seeking Foreclosure, Wants Case Dismissal -------------------------------------------------------------- RBC Bank (USA), Inc., asks the U.S. Bankruptcy Court for the District of South Carolina, Columbia Division, to dismiss the Chapter 11 case of KT Spears Creek, LLC, on the basis that the case was filed in bad faith to thwart RBC Bank from completing its foreclosure of the property. The case had been in the hands of a state court receiver for almost six months prior to the bankruptcy filing. RBC Bank tells the Court that it is owed a total of $22,494,711 as of the Petition Date, consisting of principal of $19,015,447 and interest of $3,479,264, secured by the Debtor's multi-family apartment complex located in Richland County, South Carolina. In support of its claim that this is a "bad faith" filing, RBC Bank relates that the Debtor is as single asset real entity, has no employes, the cash flow generated by the apartment complex is insufficient to fund a confirmable plan of reorganization, and the Debtor has no or relatively few unsecured creditors. Further, RBC Bank says that prior to the filing of the foreclosure, Kyle Tauch, the Debtor's principal, caused over $350,000 to be diverted to an affiliated company and failed to pay over the $800,000 in taxes owed on the property securing the Bank's debt. RBC Bank notes also that this case is nothing more that a dispute between the Debtor and its secured lenders, and that it believes that that Debtor has no hope for a successful Plan of Reorganization. As reported in the TCR on July 11, 2011, Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas transferred the Chapter 11 case of KT Spears Creek, LLC, to the U.S. Bankruptcy Court for the District of South Carolina. As reported in the Troubled Company Reporter on June 17, 2011, RBC Bank told the Court that the bankruptcy filing was designed to thwart the bank from completing its foreclosure of a multi- family apartment complex located in Richland County, South Carolina. About KT Spears Creek, LLC KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011, Judge Letitia Z. Paul presiding. Magdalene Duchamp Conner, Esq., at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Kyle D. Tauch, sole member. KTLA LLC: Wants Access to California Properties' Cash Collateral ---------------------------------------------------------------- KTLA LLC, asks the U.S. Bankruptcy Court for the Northern District of California, to approve four interim stipulations regarding the use of the cash collateral and provide adequate protection. The Debtor proposes to use the cash collateral of certain real property located at: -- 709 South Mariposa Avenue in Los Angeles, California; -- 1209 Lake Street in Los Angeles, California; -- 1200 Hoover Street in Los Angeles, California; and -- 720 South Normandie Avenue in Los Angeles, California. About KTLA LLC San Francisco, California-based KTLA LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-32401) on June 27, 2011. Judge Thomas E. Carlson presides over the case. Reno F.R. Fernandez, Esq., at MacDonald and Assoc. Iain A. Macdonald, Esq., and Reno F.R. Fernandez, Esq. -- iain@macdonaldlawsf.com and r.fernandez@macdonaldlawsf.com -- at Macdonald and Associates, serve as bankruptcy counsel. The Debtor disclosed $25,543,987 in assets and $18,798,387 in liabilities as of the Chapter 11 filing. The petition was signed by Graham Seel, SVP, California Mortgage and Realty. LEHMAN BROTHERS: Palmdale Needs Stay Relief, 9th Circuit Says ------------------------------------------------------------- Dan Rivoli at Bankruptcy Law360 reports that the Ninth Circuit on Wednesday affirmed a ruling that a bankrupt real estate group seeking to subordinate a Lehman Brothers Holdings Inc. unit's claims must obtain relief from Lehman's automatic stay in New York, where its bankruptcy proceedings are being held. A bankruptcy appellate panel for the Ninth Circuit had ruled that Palmdale Hills Property LLC's bid in a California bankruptcy court to subordinate Lehman Commercial Paper Inc.'s claims was an affirmative action that violated an automatic stay initiated for the financial firm's own bankruptcy proceedings, according to Law360. 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) LINDEN PONDS: Can Employ Thomas Brod as Bond Consultant ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas granted Linden Ponds, Inc., permission to employ Thomas L. Brod t/a North Shores Consulting as its bond consultant, nunc pro tunc to the Petition Datge. As reported in the TCR on July 6, 2011, Mr. Brod will serve as Linden Ponds' business representative with respect to restructuring its 2007 bonds and replacing those bonds by the issuance of replacement bonds to be known as the 2011 bonds. He has been working with Linden Ponds in the restructuring of its debts and obligations for several months. Linden Pond proposes to pay Mr. Brod $300 per hour for his services. Prior to the Petition Date, Mr. Brod devoted 20 hours per week in consulting services to the Debtor. Linden Pond does not seek authority to engage Mr. Brod as a professional under section 327 of the Bankruptcy Code. Instead, the Debtor seeks to retain Mr. Brod pursuant to section 363 of the Bankruptcy Code. The Debtor proposes that it compensate Mr. Brod weekly for the services he provides. About Linden Ponds Linden Ponds Inc. operates a 108-acre continuing care retirement community located at 300 Linden Ponds Way in Hingham, Massachusetts. The facility has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Linden Ponds leases the facility and the property upon which it is built from Hingham Campus LLC. Hingham is the owner of the facility and owns the fee simple interest in the property upon which the facility is built. Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, owns 100% of the membership interests in Hingham. Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15, 2011. Hingham Campus estimated assets and debts of $100 million to $500 million. Debt includes $156.4 million owing on bonds issued by the Massachusetts Development Finance Agency, with Wells Fargo Bank, National Association, as the bond trustee. Erickson Retirement Communities sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009. Erickson, the owner of 20 senior living facilities, won approval of its reorganization plan in April 2010. The Erickson plan provided for a sale to Redwood Capital, the highest bidder at the auction in December 2009. Redwood won the auction with an all-cash bid of $365 million. Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter 11 case. Attorneys at McGuire, Craddock & Strother, P.C., and Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds. LOTSA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Lotsa Enterprises, Inc. dba Huckleberry Mountain P.O. Box 1579 360 N. Washington Afton, WY 83110 Bankruptcy Case No.: 11-20856 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court District of Wyoming (Cheyenne) Judge: Peter J. McNiff Debtor's Counsel: Ken McCartney, Esq. THE LAW OFFICES OF KEN MCCARTNEY, P.C. P.O. Box 1364 Cheyenne, WY 82003 Tel: (307) 635-0555 Fax: (307) 635-0585 E-mail: bnkrpcyrep@aol.com Scheduled Assets: $1,640,186 Scheduled Debts: $1,319,368 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wyb11-20856.pdf The petition was signed by Gary Eugene Nagel, president/director. MARITIME COMMUNICATIONS: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Maritime Communications/Land Mobile, LLC P.O. Box 1076 Columbus, MS 39703 Bankruptcy Case No.: 11-13463 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Judge: David W. Houston III Debtor's Counsel: Craig M. Geno, Esq. HARRIS JERNIGAN & GENO, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 E-mail: cmgeno@hjglawfirm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Sandra M. DePriest, president. The Debtor did not file its list of largest unsecured creditors when it filed its petition. MC AVIATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: MC Aviation, Corp. 7530 Hayvenhurst Avenue Van Nuys, CA 91406 Bankruptcy Case No.: 11-19214 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Victoria S. Kaufman Debtor's Counsel: Steven R. Fox, Esq. LAW OFFICES OF STEVEN R. FOX 17835 Ventura Boulevard, Suite 306 Encino, CA 91316 Fax: (818) 774-3707 E-mail: emails@foxlaw.com Scheduled Assets: $1,531,295 Scheduled Debts: $2,872,539 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-19214.pdf The petition was signed by Joe McGuire, president. MERIDIAN MORTGAGE: Founder Pleads Guilty to $100-Mil. Fraud ----------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that Frederick Darren Berg, the bankrupt founder of Meridian Mortgage, pled guilty in a Washington state federal court on Tuesday, admitting he stole $100 million in an investment fraud scheme. Law360 relates that Frederick Darren Berg, 49, copped to counts of wire fraud, money laundering and bankruptcy fraud. According to prosecutors, he duped more than 1,000 investors into thinking his real estate funds generated profits through property sales - when, in fact, he used the money to pay off earlier investors and buy a mansion, jets and luxury cars. About Meridian Mortgage In November 2010, a federal grand jury in Seattle has indicted Frederick Darren Berg on 12 counts of wire fraud, money laundering and bankruptcy fraud in connection with the demise of his Meridian Group of investment funds. Prosecutors believe Mr. Berg took in more than $280 million, with the losses attributed to the ponzi scheme estimated to be approximately $100 million. Hundreds of victims have lost money in the scheme between 2001 and 2010. Mr. Berg commenced a personal Chapter 11 case (Bankr. W.D. Wash. Case No. 10-18668) on July 27, 2010, estimating assets of more than $10 million and liabilities between $1 million and $10 million. The filing came after lawyers for one group of investors, armed with a court order and accompanied by sheriff's deputies, began seizing personal possessions at Mr. Berg's Mercer Island home and downtown Seattle condo. Diana K. Carey, trustee for F. Darren Berg's estate, filed on Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up to $50,000 and debts of up to $50,000,000, and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833), estimating up to $50,000 in assets and up to $100,000,000 in liabilities. Michael J. Gearin, Esq., at K&L Gates LLP, in Seattle, serves as counsel to the Debtors. Creditors filed an involuntary Chapter 11 petition for Meridian Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10- 17976) on July 9, 2010. The petitioners are represented by Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle. Creditors filed involuntary Chapter 11 petitions for Meridian Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10- 17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D. Wash. Case No. 10-17952) on July 9, 2010. The petitioners are represented by John T. Mellen, Esq., at Keller Rohrback LLP, in Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow Drumheller PS, in Bellevue, represent the petitioners. MERRITT AND WALDING: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Merritt and Walding Properties, LLP, filed with the U.S. Bankruptcy Court for the Southern District of Alabama its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,503,530 B. Personal Property $1,663,227 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,595,580 E. Creditors Holding Unsecured Priority Claims $1 F. Creditors Holding Unsecured Non-priority Claims $90,010 ----------- ----------- TOTAL $6,166,757 $7,685,591 A copy of the Schedules of Assets and Liabilities is available at: http://bankrupt.com/misc/merrittandwalding.SAL.pdf About Merritt and Walding Properties Merritt and Walding Properties, LLP, in Pt. Clear, Alabama, filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-02322) on June 10, 2011. Irvin Grodsky, P.C., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Richard T. Merritt and R. Fred Walding, as general partners. An affiliate of the debtor, Richard T. Merritt (Bankr. S.D. Ala. Case No. 11-00380) filed for bankruptcy on Feb. 1, 2011. An Official Committee of Unsecured Creditors has not been appointed in the case. METALS USA: S&P Raises Corp. Credit Rating to B+; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on Fort Lauderdale, Fla.-based Metals USA Holdings Corp. and the company's wholly owned subsidiary, Metals USA Inc., to 'B+' from 'B'. "The upgrade reflects our expectation that Metals USA's operating performance will continue to improve year over year," said Standard & Poor's credit analyst Maurice Austin. The company posted better-than-expected results for the second quarter following its acquisition of metals distributor The Richardson Trident Co. in March 2011; increased volumes and pricing due to better end-market demand also contributed to the quarter's growth. Standard & Poor's also raised its issue-level rating on Metals USA Inc.'s senior secured notes due 2015 to 'B+' from 'B'. The recovery rating remains '3', which indicates the expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The rating outlook is stable, reflecting Standard & Poor's expectation that Metals USA's credit metrics will improve in 2011 and 2012 to levels that are commensurate with the higher rating given its vulnerable business risk profile. Standard & Poor's expects the company to continue its aggressive acquisition strategy but believes that any debt financing for acquisitions announced in the next year will maintain credit measures in line with the 'B+' rating. "Although we acknowledge that these credit measures are more indicative of a significant financial risk profile, we assess Metals USA's financial risk profile as aggressive (a weaker classification) due to its history of financing acquisitions with debt," Mr. Austin said. "We assess Metals USA's business risk profile as vulnerable based on the significant volatility associated with its markets and cash flows and its thin operating margins." Metals USA, with about $1.6 billion of revenue for the 12 months ended June 30, 2011, is one of the largest metals processors and distributors in the highly fragmented North American market. The company's product markets are highly competitive and cyclical, resulting in the potential for wide swings in overall profitability. However, the company benefits from a variable cost structure in which fixed costs constitute about 30% of total expenses. MGM RESORTS: S&P Puts CCC+ Corp. Credit Rating on Watch Positive ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'CCC+' corporate credit rating on Las Vegas-based MGM Resorts International, as well as all related issue-level ratings, on CreditWatch with positive implications. "The CreditWatch listing reflects our belief that MGM Resorts will continue to benefit from improving performance trends on the Las Vegas Strip, particularly on the lodging side of the business," said Standard & Poor's credit analyst Ben Bubeck. MGM performed well in the quarter ended March 31, 2011, posting consolidated wholly owned EBITDA growth of nearly 9%, the company's first growth quarter since 2007. While gaming revenues were slightly down, revenue per available room (RevPAR) at MGM's Las Vegas Strip properties grew more than 16%, as average daily rate benefited from increased visitation and a higher convention room mix. "Based on recently reported results from MGM's peers, in addition to data provided by the Nevada Gaming Commission and other public sources, we expect MGM's performance remained solid in the quarter ended June 30, 2011, and we believe a positive growth trend may be sustainable," S&P said. MONEYGRAM INT'L: Fitch Lifts Rating on 2nd Lien Notes to 'BB-' -------------------------------------------------------------- Fitch Ratings has published updated recovery analyses for U.S. technology companies, including: -- First Data Corp. -- Moneygram International, Inc. -- Sanmina-SCI Corp. (Sanmina) -- SunGard Data Systems, Inc. -- Unisys Corporation In addition, as a result of updating its Recovery Ratings (RR) for U.S. technology companies, Fitch Ratings has upgraded this rating for Moneygram: Moneygram Payment Systems Worldwide, Inc. -- Senior secured second lien notes upgraded to 'BB-/RR3' from 'B+/RR4'. Fitch affirms these Moneygram ratings with a Stable Outlook: Moneygram International Inc.: -- Issuer Default Rating (IDR) at 'B+'. Moneygram Payment Systems Worldwide, Inc. -- IDR at 'B+'; -- Senior Secured Bank Facility at 'BB+/RR1'. MORGANS HOTEL: To Operate Lifestyle Hotel as Part of Baha Mar ------------------------------------------------------------- Morgans Hotel Group Co. entered into a hotel management and residential licensing agreement for a 310-room Mondrian-branded hotel, to be the lifestyle hotel destination in the 1,000 acre destination resort metropolis, Baha Mar Resort, in Nassau, The Bahamas. This hotel is expected to represent the fifth Mondrian hotel in the expansion of the Company's iconic brand. Upon completion and opening of the hotel, the Company will operate Mondrian at Baha Mar pursuant to a 20-year management and residential licensing agreement. The Company is required to fund approximately $10 million of key money just prior to and upon the opening of the hotel. At the signing of the management agreement, $10 million was placed in escrow and the Company is in the process of replacing this obligation with a $10 million standby letter of credit with a term of up to 48 months. Upon completion and opening of the hotel, MHG will operate Mondrian at Baha Mar pursuant to a 20-year management agreement. The hotel is scheduled to open in late 2014. "We are excited to announce our involvement in the Baha Mar Resort and the further expansion of our Mondrian brand," said Michael Gross, Chief Executive Officer of Morgans Hotel Group. "The fact that we were hand-selected to operate the lifestyle hotel within the Baha Mar Resort speaks volumes to the future growth potential of our Company and our unique brands. We believe this deal will allow Morgans to strengthen its brand portfolio while generating attractive management and branding fee returns." Mondrian at Baha Mar is expected to include 188 hotel keys, 122 Mondrian-branded residential keys, a spacious ocean view lobby, dedicated meeting and function space, multiple swimming pools and cabanas, fitness center and spa, several food and beverage outlets including two full service restaurants, lounge/club and pool offerings. The Baha Mar Resort is being built on 1,000 acres featuring over a half mile of contiguous beachfront property at the heart of the revitalization of the famed "Bahamian Riviera" on New Providence Island. The destination resort will encompass six hotels along with an 18-hole Jack Nicklaus signature golf course; "Waterside Place," a themed retail and dining experience; over 180,000 square feet of convention, conference and meeting space; and the largest casino in the Caribbean. About Baha Mar As the Caribbean's largest single-phase hospitality investment in history, Baha Mar is an unprecedented resort development expected to make The Bahamas one of the premier tourist destinations in the world when it opens in late 2014. Shifting the sands of global tourism, Baha Mar's groundbreaking in early 2011 represented a bold vision in an era of economic uncertainty. The first development of its size and magnitude in the Caribbean, the Baha Mar project will capture the true spirit of the region, and merges the most prestigious collection of hospitality brands in the world. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company's balance sheet at June 30, 2011, showed $604.36 million in total assets, $655.66 million in total liabilities, and a $51.29 million total stockholders' deficit. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. MORGANS HOTEL: Incurs $11.8 Million Net Loss in June 30 Quarter --------------------------------------------------------------- Morgans Hotel Group Co. reported a net loss of $11.80 million on $54.21 million of total revenues for the three months ended June 30, 2011, compared with a net loss of $21.50 million on $60.19 million of total revenues for the same period during the prior year. The Company also reported a net loss of $44.67 million on $108.61 million of total revenues for the six months ended June 30, 2011, compared with a net loss of $37.61 million on $113.57 million of total revenues for the same period a year ago. The Company's balance sheet at June 30, 2011, showed $604.36 million in total assets, $655.66 million in total liabilities, and a $51.29 million total stockholders' deficit. Michael Gross, CEO of the Company, said, "We are moving quickly to become a global leader in lifestyle hospitality management. The goal is and always will be clear: to drive growth and long term shareholder value. Four months into the new management structure, we've acted swiftly to position ourselves for success. Asset sales and a new $100 million credit facility have allowed us to address key short-term debt maturities while providing liquidity to grow. Second quarter results outperformed industry averages across all our markets and we're particularly pleased with the early success of the Mondrian SoHo, which we view as a reflection of our brands' untapped growth potential. We're excited about our robust development pipeline that is already beginning to show results, as reflected by the just-announced Mondrian management agreement at Baha Mar." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/nWUZXR About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. MOTORS LIQUIDATION: Administrator Files June Qtr GUC Trust Reports ------------------------------------------------------------------ On Aug. 1, 2011, Wilmington Trust Company, solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, acting pursuant to Section 6.2 of the Motors Liquidation Company GUC Trust Agreement dated as of March 30, 2011, and between the parties thereto (the GUC Trust Agreement"), filed the GUC Trust Reports (as such term is defined in the GUC Trust Agreement) as of June 30, 2011, with the U.S. Bankruptcy Court for the Southern District of New York. The GUC Trust Reports have been provided to comply with the GUC Trust Agreement and the March 31, 2011 order confirming Motors Liquidation Company and its debtor affiliates' Second Amended Joint Chapter 11 Plan of liquidation dated March 18, 2011, and for informational purposes only and may not be relied upon to evaluate the merits of investing in any securities or interests referred to herein. As of June 30, 2011, the Motors Liquidation Company GUC Trust had total assets of $2.420 billion in total assets, $274.5 million in total liabilities, and $2.146 billion in net assets in liquidation. The GUC Trust ended June 2011 with $226,000 in cash and cash equivalents. The Motors Liquidation Company GUC Trust is a successor to Motors Liquidation Company (formerly known as General Motors Corp.) ("MLC") within the meaning of Section 1145 of the United States Bankruptcy Code ("Bankruptcy Code"). The GUC Trust holds, administers and directs the distribution of certain assets pursuant to the terms and conditions of the Motors Liquidation Company GUC Trust Agreement (the "GUC Trust Agreement"), dated as of March 30, 2011, and pursuant to the Second Amended Joint Chapter 11 Plan (the "Plan"), dated March 18, 2011, of MLC and its debtor affiliates (collectively, along with MLC, the "Debtors"), for the benefit of holders of allowed general unsecured claims against the Debtors. Purpose of Trust The GUC Trust was formed on March 30, 2011, as a statutory trust under the Delaware Statutory Trust Act, for the purpose of resolving all disputed outstanding general unsecured claims against the Debtors (including determining what amount, if any, of each such claim will be allowed) and distributing the GUC Trust's distributable assets. The Plan generally provides for the distribution of certain shares of common stock ("New GM Common Stock") of the new General Motors Corp. ("New GM") and certain warrants for purchase of shares of such stock (the "New GM Warrants", and together with the "New GM Common Stock", the "New GM Securities") to holders of Allowed General Unsecured Claims pro rata by the amount of such Allowed Claim. In addition, each holder of an Allowed General Unsecured Claim will retain a contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock and New GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants are not required for the satisfaction of previously disputed general unsecured claims) and cash, if any, remaining at the dissolution of the GUC Trust. The GUC Trust is administered by Wilmington Trust Company, solely in its capacity as the trust administrator and trustee (the "GUC Trust Administrator"). The activities of the GUC Trust Administrator are overseen by FTI Consulting, Inc., solely in its capacity as monitor (the "GUC Trust Monitor"). Plan of Liquidation On March 31, 2011, the date the Plan became effective (the "Effective Date"), there were approximately $29,771 million in Allowed General Unsecured Claims (the "Initial Allowed General Unsecured Claims"). In addition, as of the Effective Date, there were approximately $8,154 million disputed general unsecured claims which represents liquidated disputed claims and a Bankruptcy Court ordered reserve for unliquidated disputed claims ( "Disputed General Unsecured Claims"), but does not reflect potential Avoidance Action General Unsecured Claims (as defined below). The total aggregate amount of general unsecured claims, both allowed and then disputed, asserted against the Debtors, inclusive of the potential Avoidance Action General Unsecured Claims (as defined below), was approximately $39,425 million as of the Effective Date. A copy of the GUC Trust Reports is available at: http://is.gd/zwWli7 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 effective on March 31. MOUNTAIN PROVINCE: Achieves Key Milestone at Kennady Lake --------------------------------------------------------- Mountain Province Diamonds Inc. announced that the Gahcho Kue Environmental Impact Review Panel has informed the Gahcho Kue project operator, De Beers Canada Inc., that the Gahcho Kue Environmental Impact Statement conforms to the terms of reference set by the Panel, which clears the way for the Environmental Impact Review to commence. Commenting, Mountain Province Diamonds President and CEO, Patrick Evans, said: "The Panel's ruling represents a major milestone for our joint venture with De Beers. The EIS is a massive body of very detailed scientific work exceeding 11,000 pages. We now look forward to the commencement of the environmental review which will clear the way for the permitting of what we expect will be Canada's next great diamond mine." The Gahcho Kue EIR was ordered by the Mackenzie Valley Environmental Impact Review Board, which in turn has appointed the Panel to conduct the Review for an open-pit diamond mine at Kennady Lake in Canada's Northwest Territories. The Review is divided into start-up, analytical, hearing and decision phases. The Review is currently in the analytical phase. Based on a work plan provided by the Panel, the Review is expected to take approximately two years. The Gahcho Kue diamond project at Kennady Lake will be the fourth diamond mine developed in Canada's Northwest Territories. Kennady Lake is situated approximately 90 kilometres south-east of De Beers' Snap Lake diamond mine. De Beers also operates the Victor diamond mine in northern Ontario. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit (the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet at March 31, 2011, showed $70.13 million in total assets, C$8.19 million in total liabilities and C$61.93 million in total shareholders' equity. * * * In its Management's Discussion and Analysis of the Company's interim consolidated financial statements for the three months ended June 30, 2010, the Company said its ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities is dependent on the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to fund its operations, and the future production or proceeds from developed properties. However, the Company adds that there is no certainty that the Company will be able to obtain financing to fund its operations. As a result, the Company says, there is substantial doubt as to its ability to continue as a going concern. MPG OFFICE: Completes $33.75-Mil. Financing with East West Bank --------------------------------------------------------------- MPG Office Trust, Inc., completed a $33.75 million financing with East West Bank secured by the Plaza Las Fuentes office property located in Pasadena, California. The net proceeds from the financing will be used for general corporate purposes. The loan bears interest at a rate equal to the greater of (1) LIBOR plus 3.50% or (2) 4.50% and matures on Aug. 9, 2016. The loan can be repaid at any time prior to maturity in whole or in part without payment of any prepayment penalty or premium. The loan agreement also permits the Company to obtain up to $11.25 million of mezzanine financing. David L. Weinstein, President and Chief Executive Officer, commented: "We are pleased to have completed this financing. This financing adds to MPG's improving liquidity position and further solidifies our relationship with East West Bank, the property's largest tenant." About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company's balance sheet at March 31, 2011, showed $2.72 billion in total assets, $3.80 billion in total liabilities, and a $1.08 billion in total deficit. The Company reported a net loss of $197.94 million on $406.89 million of total revenue for the year ended Dec. 31 2010, compared with a net loss of $869.72 million on $423.84 million of total revenue during the prior year. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. NANA DEVELOPMENT: S&P Assigns 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Anchorage, Alaska-based NANA Development Corp. (NANA). "At the same time, we assigned a 'BB' issue-level rating (two notches higher than our corporate credit rating) to the company's $175 million five-year, first-lien term loan with a recovery rating of '1'. We also assigned a 'B+' issue-level rating to the company's $260 million six-year, second-lien term loan with a recovery rating of '4'. The outlook is stable," S&P said. "The ratings on NANA reflect its aggressive financial risk profile and weak business risk profile marked by its reliance on government funding budgets, integration risks with its proposed acquisition of Grand Isle Shipyard Inc., and the potential for declining zinc prices," said Standard & Poor's credit analyst Peter Kelly. "These factors are partially offset by some diversity of its business lines, its well-established relationships with long-term customers, and its committed royalty income from Red Dog Mine--a zinc nickel mine located in northwestern Alaska; it has the world's largest proven zinc reserves. Currently, NANA's operating margin, before depreciation and amortization, in its services business is thin, at less than 10%." As part of the refinancing and acquisition, NANA will replace its existing $125 million revolving credit facility with a new $520 million senior secured credit facility which will include a $175 million first-lien senior secured term loan, a $260 million second-lien senior secured term loan, and an unrated $85 million asset-based lending credit facility. The company plans to refinance its existing credit facility and use the proceeds to acquire GIS. "We view NANA's financial risk profile as aggressive. Pro forma for the recently closed transaction, we expect the company's financial leverage will be around 4.0x total adjusted debt to EBITDA, and its funds from operations (FFO) to total adjusted debt roughly 15%. We expect capital expenditures, while higher for 2011, to be about 1.5% of revenues. We consider NANA's total adjusted debt to EBITDA of about 4.0x and FFO to total debt of about 15% to be commensurate for the rating, and expect the company to maintain these measures over the next year at around 4.0x-5.0x and in the 10%-15% range, using its free operating cash flow towards debt reduction," S&P related. The outlook is stable. "We could lower the ratings if subpar operating performance resulting from a significant number of contracts not being renewed, or if higher-than-expected cash outflows and/or debt financed activities adversely affect credit measures," Mr. Kelly continued, "for example, if FFO to total debt is 10% or less, and the company experiences weak operating performance from its base business combined with lower-than- expected equity contributions from the Red Dog Mine. However, we could consider a one-notch upgrade if NANA's credit measures improve to more than 15% FFO to total debt and believe it will be sustained, or if NANA successfully integrates GIS and its operating margins improve towards 10% and its liquidity and financial policies support the higher rating." NATIONAL GROUP: Judge Orders Firm to Go Into Receivership --------------------------------------------------------- A.M. Best reports that a Florida judge ordered National Group Insurance Co. into receivership saying it is a prospective hazard to its policyholders, creditors or the public. The report relates that Florida Department of Financial Services has taken over operations of the National Group. The Second Judicial Circuit Court ordered the Company into receivership for purposes of rehabilitation, according to the report. The report relates that the Department of Financial Services will continue to process and pay claims, and, while the company stopped writing new and renewal business on June 24, current existing policies remain in force. Under the court order, A.M. Best notes, the department takes possession of all property and assets, including securities and certificates of deposit, of the insurer; authorizes payment of expenses, collects debts and commences legal proceedings, if necessary. A.M. Best relates that the court order requires officers, directors and employees of National Group to fully cooperate with the department, which is authorized to conduct an investigation to "uncover and make fully available to the Court the true state of Respondent's financial affairs." Regulators in Puerto Rico in May issued an order of rehabilitation for National Insurance Co., the parent of National Group, and as part of the rehabilitation process, members of the board of directors, the chief executive officer and the chief operating officer resigned their positions, BestWire News reported, A.M. Best relates. National Group Insurance Co. is a commercial multi-peril and automobile liability writer focusing on small- to medium-size commercial accounts. The company currently has approximately 10,500 policyholders. NEW CENTURY: Adequacy of Bar Date Notice Challenged --------------------------------------------------- WestLaw reports that whether the publication notice of the claims bar date that was provided by Chapter 11 debtors was reasonably calculated to provide notice to consumer mortgagors with which the debtors had engaged in mortgage loan transactions, such that the publication notice, as applied to two such mortgagors who were "unknown" creditors, satisfied due process, was a factual issue that could not be decided on a motion to dismiss the mortgagors' otherwise time-barred claims. The publication notice consisted of notice provided in one national newspaper and one local newspaper, which arguably complied with the stated minimum requirements of the bar date order. In re New Century TRS Holdings, Inc., --- B.R. ----, 2011 WL 2259743 (Bankr. D. Del.). Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Debtors' second amended joint Chapter 11 plan on July 15, 2008. District Judge Sue Robinson later reversed the bankruptcy court's confirmation order. NEW ERA: Investor Group Plans to Pay Off Lender ----------------------------------------------- Purva Patel at Houston Chronicle reports that an investor group for New Era Hospitality plans to pay off the current lender, dismiss the bankruptcy and close on a $22 million construction loan within the next few months. According to the report, New Era Hospitality filed for Chapter 11 bankruptcy to avoid foreclosure after money woes stalled its construction plans. The group has an unpaid mortgage of $4.2 million on the property at 801 St. Joseph Parkway. The project lost its financing after the lender learned the dilapidated building had some uncorrected violations and worried the building would have to be torn down. The hotel opened in the 1970s and was a Days Inn before it was taken over by the development fund in the 1990s. Based in Houston, Texas, New Era Hospitality Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11- 36492) on July 30, 2011. Judge Karen K. Brown presides over the case. Samuel L. Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor. The Debtor disclosed $14,000,000 in assets, and $4,213,828 in debts. NEW VINTAGE: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: New Vintage Farm, LLC 2625 Cox Road Woodstock, GA 30188 Bankruptcy Case No.: 11-72447 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Ian M. Falcone, Esq. THE FALCONE LAW FIRM PC 363 Lawrence Street Marietta, GA 30060 Tel: (770) 426-9359 E-mail: attorneys@falconefirm.com Scheduled Assets: $586,541 Scheduled Debts: $1,389,840 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-72447.pdf The petition was signed by Julie Curtin, president. NO FEAR: Simo Gets OK to Use Cash Collateral of Emler and FMF ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California approved the stipulation authorizing No Fear Retail stores, Inc. et al., to (i) sell assets; (ii) use cash collateral; (iii) and assume and assign executory contracts in connection therewith. The stipulation was entered among the Debtors, Don Emler and FMF Racing, postpetition debtor-in-financing lender 1903 Onshore Funding, LLC, and the Official Committee of Unsecured Creditors in the Debtors' cases. Emler and FMF assert prepetition claims against debtors NFRS and Simo Holdings, Inc., a California corporation. As of the Petition Date, FMF and Emler assert that the indebtedness that NFRS and Simo owed total approximately $2,263,550 and $936,552, respectively. Emler and FMF assert that the obligations evidenced by the Notes are secured by attachment liens on, and security interest in, all of Simo's property located in California. Subject to the terms and conditions of the stipulation, Simo will be authorized to use the cash collateral until the effective date of a confirmed plan of reorganization in the Chapter 11 cases. As additional protection, for Simo's use of cash collateral, each of Emler and FMF are granted a replacement lien in Simo's postpetition cash, accounts receivable, negotiable instruments, deposit acounts, and other cash equivalents to the same extent and priority as any duly perfected and unavoidable liens in the cash collateral held by Emler and FMF as of the Petition Date. In resolution of the limited objection, Emler and FMF consent to the sale of the Debtors' assets free and clear of liens, on the condition that the valid prepetition attachments liens of Emler and FMF and any replacement liens granted in the stipulation will attach to the proceeds of the sale of any such assets with the same validity, priority and perfection, and to the same extent as existed with respect to Simo's assets at the time of sale. In addition, Emler and FMF consent to the payment of any and all secured indebtedness to the DIP lender. 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. Pachulski Stang Ziehl & Jones LLP represents the Committee. BDO USA LLP serves as financial advisor to provide financial advisory services to the Committee. NORTEL NETWORKS: Ernst & Young's Services Now Include FBAR ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the expansion of the scope of Nortel Networks, Inc., et al.'s employment of Ernst & Young LLP, to include the FBAR Services under the terms and conditions of the FBAR amendment and in accordance with the Tax Services Agreement and the Original EY LLP employment order. As reported in the Troubled Company Reporter on July 6, 2011, EY LLP's employment will now include certain services related to the reporting of foreign bank accounts at these hourly rates: partner at $640, executive director at $545, senior manager at $540, manager at $430, senior at $300 and staff at $170. To the best of the Debtors' knowledge, EY LLP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About 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; Eugene F. Collins as consulting expert and special Irish counsel, and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Hon. Warren K. Winkler, Chief Justice of Ontario, was appointed to conduct joint mediation in Nortel Networks Ltd.'s Chapter 11 cases and proceedings before the Ontario Superior Court of Justice regarding disputes centered on allocation of proceeds from the sale transactions. The Court also appointed Jacob A. Esher, of Mediation Works Incorporated, as mediator for a dispute involving Robert Horne, James Young, and the Ad Hoc Group of Beneficiaries of the Nortel Networks U.S. Deferred Compensation Plan. 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: Committee Gets OK for Duane Morris as Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts granted the Official Committee of Unsecured Creditors in the Chapter 11 cases of Northern Berkshire Healthcare, Inc., et al., authorization to retain Duane Morris LLP as its counsel, nunc pro tunc to June 21, 2011. As reported in the TCR on July 7, 2011, 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. The Committee tapped Huron Consulting Services LLC as its financial advisor. NPS PHARMACEUTICALS: Incurs $6.1-Mil. Net Loss in Second Quarter ---------------------------------------------------------------- NPS Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $6.13 million on $27.21 million of total revenues for the three months ended June 30, 2011, compared with a net loss of $6.30 million on $24.02 million of total revenues for the same period during the prior year. The Company also reported a net loss of $15.28 million on $50.78 million of total revenue for the six months ended June 30, 2011, compared with a net loss of $9.35 million on $44.31 million of total revenues for the same period a year ago. The Company's balance sheet at June 30, 2011, showed $253.27 million in total assets, $280.58 million in total liabilities, and a $27.31 million total stockholders' deficit. "Our clinical, regulatory, and technical operations teams are on track with the execution of our two Phase 3 registration programs for GATTEX and NPSP558," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals, Inc. "During the second quarter we reported additional positive findings from the GATTEX clinical program in short bowel syndrome. We also held our pre-submission meeting with the FDA and remain confident in our ability to submit our marketing application later this year. We expect to report results from the Phase 3 REPLACE clinical study of NPSP558 in patients with hypoparathyroidism in the fourth quarter and pursue U.S. registration of the drug if study results are positive." A full-text copy of the Form 10-Q is available for free at: http://is.gd/THfU1w About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. The Company reported a consolidated net loss of $31.44 million on $89.41 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.86 million on $84.15 million of total revenue during the prior year. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of Dec. 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at Dec. 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least Jan. 1, 2011. OLD CUTTERS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Old Cutters, Inc. P.O. Box 986 Hailey, ID 83333 Bankruptcy Case No.: 11-41261 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court District of Idaho (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Joseph M. Meier, Esq. COSHO HUMPHREY, LLP P.O. Box 9518 800 Park Blvd, Suite 790 Boise, ID 83707-9518 Tel: (208) 344-7811 Fax: (208) 338-3290 E-mail: jmeier@cosholaw.com Scheduled Assets: $3,001,993 Scheduled Debts: $20,671,830 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Old Cutters Real estate loan $8,207,685 Investment, LLC P.O. Box 986 Hailey, ID 83333 The petition was signed by John Campbell, president. ORLANDO COUNTRY: Taps Wolff Hill as Bankruptcy Counsel ------------------------------------------------------ Orlando Country Aviation Services, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Frank M. Wolff and Wolff, Hill, McFarlin & Herron, P.A., as its attorneys. FMW and WHM&H will, among other things: a. advise and counsel the debtor-in-possession concerning the operation of its business in compliance with Chapter 11 and orders of the Court; b. defend any causes of action on behalf of the debtor-in- possession; and c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement; and e. provide all services of a legal nature in the field of bankruptcy law. Frank M. Wolff, a shareholder, officer, director and employee of WHM&H, tells the Court that the firm received $2,600 for legal services provided prior to the petition date; and $16,361 as a retainer which WHM&H will take into income for post bankruptcy fees and costs. The source of the retainer is James P.A. Thompson, 100% owner and president of the Debtor. To the best of the Debtor's knowledge, FMW and WHM&H do not hold or represent any interest adverse to the estate; and are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. WHM&H also serves as legal counsel for Avion Point West, LLC, an affiliate. About Avion Point West Based in Longwood, Florida, Avion Point West LLC and its affiliate, Orlando Country Aviation Services Inc., filed for Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos. 11-10364 and 11-10365) on July 8, 2011. Judge Karen S. Jennemann presides over the Debtors' cases. Frank M. Wolff, Esq., at Wolff Hill McFarlin & Herron PA, represents the Debtor. The Debtor estimated assets between $10 million and $50 million, and debts between $1 million and $10 million. The petitions were signed by James PA Thompson, the managing member. Mr. Thompson is the developer of Orlando Apopka Airport in northwest Orange County. During the past decade, Mr. Thompson has transformed Orlando Apopka Airport, on U.S. Highway 441 between Plymouth and Zellwood, from an old airfield called Orlando Country Airport into a complex of hangar condominiums whose owners now control the facility. ORLANDO COUNTRY: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Orlando County Aviation Services, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $2,000,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,110,433 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $142,685 ----------- ----------- TOTAL $2,000,000 $8,253,118 A copy of the Schedules Of Assets And Liabilities is available at: http://bankrupt.com/misc/orlandocountry.SAL.pdf About Orlando Country Aviation Based in Longwood, Florida, Avion Point West LLC and its affiliate, Orlando Country Aviation Services Inc., filed for Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos. 11-10364 and 11-10365) on July 8, 2011. Judge Karen S. Jennemann presides over the Debtors' cases. Frank M. Wolff, Esq., at Wolff Hill McFarlin & Herron PA, represents the Debtor. The Debtor estimated assets between $10 million and $50 million, and debts between $1 million and $10 million. The petitions were signed by James PA Thompson, the managing member. Mr. Thompson is the developer of Orlando Apopka Airport in northwest Orange County. During the past decade, Mr. Thompson has transformed Orlando Apopka Airport, on U.S. Highway 441 between Plymouth and Zellwood, from an old airfield called Orlando Country Airport into a complex of hangar condominiums whose owners now control the facility. PALISADES SAFETY: S&P Assigns 'BBpi' Counterparty Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBpi' counterparty credit and financial strength ratings to Palisades Safety & Insurance Assoc. (PSIA) and its affiliate, High Point Preferred Insurance Co. (High Point Preferred). The ratings reflect both companies' mono-state personal lines operating profile, with 100% of direct written premium in New Jersey. This concentration makes them more susceptible to competitive market pressure, unfavorable changes in regulatory conditions, and local weather events. Both companies have experienced deteriorating operating performance in the last five years (2006-2010), with performance below the personal lines industry average, and the group has had an underwriting loss for the last four years. The companies' investment strategies remain somewhat aggressive, with higher investments in common stock than peers. Offsetting these negative factors are both companies' well- established market position in New Jersey, adequate capitalization, and good liquidity. The group also continues to benefit from one of the lowest number of auto complaints according to New Jersey's insurance department, demonstrating the group's good customer service. Palisades Group -- with total net premium earned of about $660 million in 2010 -- was founded in 1982 and ranks fourth in New Jersey based on direct premiums written. PSIA is the lead member of the overall group. As of Jan. 1, 2011, High Point Property & Casualty Insurance Co. (unrated) has replaced High Point Preferred as the lead High Point group company, which is 100% owned by PSIA. Prospectively, High Point Preferred will write all of High Point group's homeowners' business. In 2010, High Point Preferred and PSIA were the largest two members in the group, contributing 62% and 34% of net premium earned (High Point Property & Casualty accounted for the remaining 4%). High Point Preferred's core product line is homeowners insurance, and PSIA's is personal automobile insurance. PALMDALE HILLS: Needs Relief From Lehman Stay, 9th Circ. Says ------------------------------------------------------------- Dan Rivoli at Bankruptcy Law360 reports that the Ninth Circuit on Wednesday affirmed a ruling that a bankrupt real estate group seeking to subordinate a Lehman Brothers Holdings Inc. unit's claims must obtain relief from Lehman's automatic stay in New York, where its bankruptcy proceedings are being held. A bankruptcy appellate panel for the Ninth Circuit had ruled that Palmdale Hills Property LLC's bid in a California bankruptcy court to subordinate Lehman Commercial Paper Inc.'s claims was an affirmative action that violated an automatic stay initiated for the financial firm's own bankruptcy proceedings, according to Law360. 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) PHH CORP: Fitch Affirms 'BB+' Long-Term Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed PHH Corporation's long-term Issuer Default Rating (IDR) at 'BB+' and short-term IDR at 'B'. The Rating Outlook has been revised to Stable from Negative. Approximately $1.23 billion in debt is affected by this action. The rating affirmation reflects PHH's improved competitive position in the mortgage and fleet leasing business, positive core operating performance, improved funding and liquidity profile, and adequate capitalization. Ratings are constrained by the volatility in valuation of mortgage servicing rights (MSRs) associated with its capitalized servicing portfolio and the uncertainty surrounding regulation that could impact the mortgage servicing business. PHH has consistently added to its mortgage origination share over the past few quarters. In a market where volumes were generally down for 2010, PHH originated $49 billion in loans, up 30% from $37.6 billion in 2009. As a result, market share has jumped to 3.7% for the six months ending June 30, 2011 (1H'11) from 2.0% in 2009. Overall volumes are expected to be down in 2011 due to uncertain economic conditions, slower housing market recovery, and refinance burnout. Fitch expects PHH to continue to prudently originate loans and maintain -- if not improve -- its market share. Operating performance has improved as management executed on its goals of increasing market share in the mortgage space, competitively positioning itself in fleet leasing, and cutting operational expenses through its transformational plan. Core pre- tax income increased to $289 million in 2010, up 20.4% from $240 million in 2009. Fitch expects operating performance will be pressured in 2011, as evidenced by a decline in core pre-tax income in the 1H'11, but believes that PHH's demonstrated ability to increase mortgage market share and the positive momentum in its fleet leasing segment should help overall profitability. Consistent with the industry, PHH has seen an uptick in mortgage repurchase requests from the government-sponsored entities (GSEs). However, PHH's servicing portfolio has consistently demonstrated peer-superior credit quality. Total delinquencies peaked at 4.68% in 2009, but have declined to 3.22% in 2Q'11, well below industry average. Foreclosure/repurchase related reserves stood at $122 million at June 30, 2011, compared to $35 million in repurchase- related losses realized in 1H'11. Fitch believes that repurchase exposure is adequately reserved considering the positive trends in credit quality of the loan portfolio. PHH does not use derivatives to hedge its MSR portfolio, which tends to introduce volatility in the company's operating results, impacting the cushion needed to maintain the GAAP net worth covenant under the company's funding facilities. However, the company closely monitors and seeks to maintain an appropriate balance, by replenishing the lost servicing value from prepayments with new loan additions through originations. Fitch notes that the replenishment rate has been consistently strong as the company has demonstrated its ability to grow originations even in a down market. Funding flexibility and liquidity has strengthened as PHH has increased, renewed, and diversified both its fleet-backed and mortgage-backed debt facilities, successfully paid down its unsecured credit revolver by accessing the public debt market, and extended the term of its unsecured debt maturity profile. The next unsecured debt maturity is April 2012, when $250 million of convertible notes come due. Fitch believes that between the availability under the undrawn credit revolver and unrestricted cash, the company has sufficient liquidity to pay these notes, although the company could also access the public debt markets. The revision to a Stable Outlook reflects Fitch expectation for more consistent core operating profitability, maintenance of adequate liquidity and funding levels, and the belief that the company will maintain -- if not improve -- its replenishment rate to reduce MSR volatility. An increase in Fitch core capital (excluding MSRs), manageable impact from regulations that are expected to increase servicing- related costs, and consistent operating performance while maintaining economical access to longer-term diversified sources of funding could provide positive rating momentum. Conversely, deterioration in core operating profitability, MSR write-downs which reduce covenant cushions, or significant adverse effects on the mortgage business as a result of regulatory reform could result in negative rating action. Established in 1946, PHH is the leading outsource provider of mortgage and fleet management services in the U.S. The company conducts its business through three operating segments: mortgage production, mortgage servicing and fleet management services. Fitch has affirmed these ratings: PHH Corporation -- Long-term IDR at 'BB+; -- Senior unsecured at 'BB+'; -- Short-term IDR at 'B'; -- Commercial paper at 'B'. The Rating Outlook is Stable. PHOENIX FOOTWEAR: Reidman Corporation Holds 58.3% Equity Stake -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Riedman Corporation and James R. Riedman disclosed that they beneficially own 6,669,703 shares of common stock of Phoenix Footwear Group, Inc., representing 58.3% of the shares outstanding. As previously reported by the TCR on Dec. 27, 2010, James R. Riedman, president of Riedman Corporation, disclosed that he beneficially owns 2,347,982 shares of common stock of Phoenix Footwear representing 27.4% of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at http://is.gd/6z74dl About Phoenix Footwear Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE Amex: PXG) specializes in quality comfort women's and men's footwear with a design focus on fitting features. Phoenix Footwear designs, develops, markets and sells footwear in a wide range of sizes and widths under the brands Trotters(R), SoftWalk(R), and H.S. Trask(R). The brands are primarily sold through department stores, leading specialty and independent retail stores, mail order catalogues and internet retailers and are carried by approximately 650 customers in more than 900 retail locations throughout the U.S. Phoenix Footwear has been engaged in the manufacture or importation and sale of quality footwear since 1882. The Company reported a net loss of $1.70 million on $17.26 million of net sales for the year ended Jan. 1, 2011, compared with a net loss of $6.99 million on $18.76 million of net sales during the prior year. The Company's balance sheet at Jan. 1, 2011 showed $10.74 million in total assets, $7.90 million in total liabilities and $2.84 million in total stockholders' equity. As reported by the TCR on April 18, 2011, Mayer Hoffman McCann P.C., San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from continuing operations. PMI GROUP: Warns Insurance Unit May Shutdown -------------------------------------------- The PMI Group Inc. disclosed in a regulatory filing that as of June 30, 2011, the policyholders' position at its wholly owned subsidiary, PMI Mortgage Insurance Co. was below the minimum required by Arizona law and its risk-to-capital ratio exceeded the regulatory maximum 25:1 set by various other states. In 16 states, if a mortgage insurer does not meet a required minimum policyholders' position -- calculated in accordance with statutory formulae -- or exceeds a maximum permitted risk-to- capital ratio of 25 to 1, it may be prohibited from writing new business. In two of those states, mortgage insurers are required to cease writing new business immediately if and so long as they fail to meet capital requirements. In the remaining 14 states (including Arizona), regulators exercise discretion as to whether the mortgage insurer may continue writing new business. MIC is currently operating under regulatory waivers or discretion in the majority of the 14 states. Four of MIC's waivers expire on Dec. 31, 2011 or earlier. Each of the waivers issued to MIC may be withdrawn at any time by the applicable insurance department. PMI on Thursday released its earnings report for the second quarter of 2011. PMI posted a consolidated net loss of $134.8 million and $261.6 million for the second quarter and first six months of 2011, respectively, compared to net losses of $150.6 million and $307.5 million for the corresponding periods in 2010. According to PMI, in light of the second quarter results, it expects that the number of states in which MIC is precluded from writing new business will significantly increase. "It is not clear what actions, if any, the insurance regulators in states that do not have capital adequacy requirements may take as a result of MIC failing to meet capital adequacy requirements established by one or more states," PMI said. In a Form 10-Q report filed with the Securities and Exchange Commission, PMI said it has undergone significant changes since 2007. Weaker than expected job creation and U.S. home prices continue to negatively affect the Company's financial condition and results of operations. The Company continues to focus on its core U.S. Mortgage Insurance Operations. In 2010 and the first half of 2011, the private mortgage insurance industry continued to be significantly challenged by the slow pace of economic recovery and instability in the housing and mortgage markets. PMI's new business writings in 2010 were limited as a result of continued competition with the Federal Housing Administration, which has become a significant competitor. PMI's new business writings were negatively impacted in the first half of 2011 as a result of lower than expected residential mortgage originations and continued high demand for mortgage insurance from the FHA. PMI said its U.S. Mortgage Insurance Operations had a net loss of $338.4 million for the second quarter of 2011 compared to a net loss of $115.6 million for the second quarter of 2010. The loss in the second quarter of 2011 was driven by elevated losses and loss adjustment expenses, the lack of any material tax benefits and, to a lesser extent, lower premiums earned. MIC's principal regulator is the Arizona Department of Insurance. PMI has advised the Department of MIC's second quarter results and its non-compliance with the required minimum policyholders' position. In the near future, the Company expects to further discuss with the Department MIC's financial condition and the capital initiatives it is pursuing. "To date, the Department has neither limited MIC's ability to transact new business nor provided it with a timetable of required action by MIC. If the Department were to determine that MIC's financial condition warranted regulatory action, it could, among other actions, issue an administrative corrective order requiring MIC to suspend writing new business in all states. In the event MIC either does not obtain significant capital relief or does not demonstrate to the Department significant progress in connection therewith, the Company believes it is likely that the Department will require MIC to cease writing new business," PMI said. PMI also noted that Arizona law provides for mandatory suspension of an insurer's license if the insurer's statutory capital declines below $1.5 million. According to PMI, the Department also has the authority, if it were to make a finding that MIC was in a "hazardous financial condition," to issue a corrective order and place MIC under "supervision." Under supervision, MIC would likely be prohibited from writing new business and from engaging in transactions (including disposing of assets) out of the ordinary course of business unless it has the prior approval of the Director of the Department or the Director's designated supervisor. Further, the Department at any time could initiate state court receivership proceedings for the rehabilitation or liquidation of MIC. In a court-ordered receivership, the Director would be appointed receiver of MIC and would have full and exclusive power of management and control of MIC. The Company cannot predict if, or under what circumstances or timing, the Department will take any of those steps. In the third quarter, PMI began writing new mortgage insurance through PMI Mortgage Assurance Company, a subsidiary of MIC, in states in which MIC either did not obtain, or exceeded the terms of, a waiver or other regulatory forbearance. Fannie Mae and Freddie Mac -- the GSEs -- approved the use of PMAC as a limited, direct issuer of mortgage guaranty insurance in certain states in which MIC is unable to continue to write new business. The GSEs' approvals of PMAC currently expire on Dec. 31, 2011. PMI expects that the number of states in which it seeks to utilize PMAC for new business will significantly increase. While the Company has requested extensions, there can be no assurance that the GSEs will grant them or that the GSEs will not revoke the PMAC approvals prior to Dec. 31, 2011. The GSEs' approvals of PMAC are subject to restrictions. If the Company is unable to satisfy any of the GSE eligibility requirements for PMAC, if the GSEs do not extend PMAC's approvals, or if the GSEs revoke PMAC's approvals, the Company would be unable to offer mortgage insurance through PMAC. If this were to occur, the Company would not be able to offer mortgage insurance through its combined insurance subsidiaries in all 50 states. PMI further noted that, although an order by the Department requiring MIC to cease writing new business would not itself constitute an event of default, if the Department were to seek and obtain a court order appointing a receiver of MIC, and the order were to remain in effect unstayed for 60 consecutive days, an event of default would occur with respect to PMI's $685 million in principal amount of its outstanding debt securities. In addition, it is possible that other actions that the Department might take or to which MIC might consent involving the appointment of other officials with authority over MIC or its assets would also constitute such an event of default. If such an event of default were to occur, the debt securities would become immediately due and payable. The Company does not have access to sufficient funds or other sources of liquidity sufficient to enable it to repay such debt securities if they were to become due and payable. The Company believes that it has sufficient assets at the insurance company level to meet its non-holding company obligations through 2011. Provided that an event of default with respect to the Company's debt securities does not occur, the Company also believes that it has sufficient liquidity at its holding company to pay holding company expenses through 2011. Specifically, on a consolidated basis, the Company had available funds, consisting of cash and cash equivalents and investments of $2.9 billion and total shareholders' equity of $190.5 million. At June 30, 2011, PMI had $4.01 billion in total assets and $$3.82 billion in total liabilities. MIC had available funds, consisting of cash and cash equivalents and investments, of $2.3 billion and total assets in captive trust accounts of approximately $635 million. At the holding company level, The PMI Group had available cash and cash equivalents and investments of $69.7 million. A copy of PMI's Form 10-Q report is available at http://is.gd/coJT4s Erik Holm, writing for Dow Jones Newswires, reports that PMI Chief Executive L. Stephen Smith said on a conference call with investors that obtaining capital for MIC will be "very challenging to achieve." According to Dow Jones, the news sent PMI shares down 55% to 40 cents in afternoon trading, and also hurt the stocks of rival mortgage insurers, including MGIC Investment Corp., Radian Group Inc. and Genworth Financial Inc. About The PMI Group Based in Walnut Creek, California, The PMI Group, Inc. (NYSE: PMI) -- http://www.pmi-us.com/-- through its wholly owned subsidiaries, PMI offers residential mortgage insurance and credit enhancement products. PPI HOLDINGS: Ch. 11 Plan Confirmation Hearing Set for Oct. 28 -------------------------------------------------------------- Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Kevin Gross on Wednesday approved PPI Holdings Inc.'s disclosure statement on a potential reorganization plan that could see unsecured creditors largely wiped out. According to Law360, Judge Gross gave his stamp of approval on the disclosure statement and scheduled an Oct. 28 confirmation hearing in the case of PPI Holdings, a First Atlantic Capital Ltd. subsidiary, which filed for chapter 11 protection in December 2008 under the weight of a sagging automotive industry and rising steel prices. The Chapter 11 Plan The Plan provides for the transfer of the assets and liabilities of the Debtors to the Liquidating Trust which will be administered by the Liquidating Trustee, who will, among other things, distribute the proceeds from the Assets to the Creditors. The Debtors designate six Classes of Claims and one (1) Class of Interests. Priority Unsecured Claims in Class 1 and Other Secured Claims in Class 2 are Unimpaired under the Plan and are deemed to accept the Plan. Convenience Claims in Class 3, General Unsecured Claims in Class 4, and Lender Deficiency Claims in Class 5 are Impaired and are Entitled to Vote. Intercompany Claims in Class 6 and Interests in Class 7 are Impaired and are deemed to reject the Plan. Under the Plan, Class 1 Priority Unsecured Claims will be paid in full on the Effective Date. Class 2 Other Secured Claims will, at the option of the Liquidating Trustee, receive (i) 100% of their Claims in Cash in full on the Effective Date, or (ii) the collateral securing their Claims. Class 3 Convenience Claims will receive, in full satisfaction of their Claims, Cash in amount equal to 3.5% of their Claims, without Postpetition Interest. Each holder of a Class 4 General Unsecured Claim will receive its pro rata share of $150,000, which will be funded into the General Unsecured Reserve Account on the Effective Date. The Proponents estimate that the total amount of Class 4 General Unsecured Claims is approximately $103,140,000. Accordingly, the Proponents estimate that Holders of Allowed General Unsecured Claims will receive a minimum Pro Rata distribution equal to approximately 0.15% of their Allowed Claims. The bulk of anticipated distribution to Class 4 will come from recoveries in Avoidance Actions and other litigation. Class 5 Lender Deficiency Claims will receive Cash in an amount equal to the Holder's Pro Rata share of the remaining funds in the Liquidating Trust after Claims in Class 1 through Class 4 and expenses of the Liquidating Trust have been paid in full. Class 6 Intercompany Claims and Class 6 Interests will not receive any distributions. These Claims will be extinguished. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ppi.firstamendedDS.pdf About Precision Parts Headquartered in Rochester Hills, Michigan, Precision Parts International Services Corp. -- http://www.precisionparts.com/-- sold products to major north American automotive and non- automotive original equipment manufacturers and Tier 1 and 2 suppliers. PPI and its units operated six manufacturing facilities throughout North America, including a facility in Mexico operated on their behalf by Intermex Manufactura de Chihuahua under a shelter and logistics agreement. The Company and eight of its affiliates filed for Chapter 11 protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No. 08-13289). Attorneys at Pepper Hamilton LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal North America LLC is the Debtor's financial advisors and Kurtzman Carson Consultants LLC is the claims, noticing and balloting agent. PPI Holdings, Inc., estimated assets and debts between $100 million and $500 million in its Chapter 11 petition. Attorneys at Stevens & Lee, P.C., represent the Creditors Committee as counsel. On March 13, 2009, the Bankruptcy Court approved the Debtors' proposed sale of substantially all of their assets to Cerion, LLC. The sale closed on March 26, 2009. The Debtors received net proceeds of approximately $16,031,508 after an agreed upon working capital adjustment. PSEG ENERGY: Fitch Withdraws BB+ Long-Term Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BBB+' long-term Issuer Default Rating (IDR) on Public Service Enterprise Group Incorporated (PSEG) and its subsidiaries PSEG Power LLC (Power) and Public Service Electric and Gas Company (PSE&G). The 'F2' short-term IDR on PSEG and PSE&G and the security ratings on Power and PSE&G were also affirmed. In addition, Fitch has affirmed and withdrawn the 'BB+' long-term IDR on PSEG Energy Holdings L.L.C. (Energy Holdings). The Rating Outlook for PSEG, Power, and PSE&G is Stable. These rating actions affect approximately $6.9 billion of bonds at PSE&G and Power and all borrowings under the revolving credit facilities. Key Rating Strengths: -- A constructive regulatory environment in New Jersey; -- Fuel diversification and good operating performance at Power; -- Power's multi-year hedging program; -- Robust financial metrics at PSEG and its principal operating subsidiaries, Power and PSE&G. Rating Concerns: -- Power's exposure to volatility in the spot electricity and fuel commodity price markets; -- Uncertainty in the U.S. nuclear regulatory environment following the Fukushima Daiichi disaster in Japan; -- Pressure on the competitive power market in New Jersey; -- An increased capital expenditure budget at PSE&G. PSEG's ratings are supported by the strong credit profile of its two principal subsidiaries -- Power, a merchant electric generation company, and PSE&G, the largest regulated electric and natural gas distribution utility in New Jersey. In addition, PSEG does not have any long-term parent level debt. Constructive Regulatory Environment: PSE&G's ratings largely reflect the balanced regulatory oversight of the New Jersey Board of Public Utilities (BPU). The BPU permits PSE&G to use several regulatory mechanisms to recover costs in a timely manner. In 2010, a natural gas weather normalization clause was implemented, which adds further predictability to cash flows at the utility. The latest authorized return on equity (ROE) of 10.3% for both the electric and natural gas utility operations is roughly the nationwide average for the sector. Fuel Diversification and Good Operating Performance: Power has a relatively diverse source of fuel for its generating plants, which limits the impact associated with any negative shock to a particular fuel source. In 2010, 52% of Power's generation was from its interest in five nuclear plants, with 28% from natural gas and 19% from coal. These diverse fuel sources result in Power's assets being placed all along the dispatch curve, enabling the company to benefit from different electric generation market conditions. Power's baseload units have had a solid operating record, with its nuclear plants having achieved an aggregate capacity utilization factor of greater than 90% in each of the past five years. The strong performance of these baseload units gives Power a favorable competitive position in its wholesale markets. Multi-Year Hedging Program: Power's ratings also incorporate the company's multi-year hedging program. The company locks in prices for three-year intervals through participation in the Basic Generation Services (BGS) auction in New Jersey and power auctions held by the PJM Regional Transmission Organization (PJM) and Independent System Operator New England (ISO-NE). As of April 21, 2011, Power's nuclear and baseload coal generation, which accounted for 71% of the company's total generation in 2010, was fully hedged for 2011, 60%-70% hedged for 2012, and 20%-30% hedged for 2013. Strong Financial Metrics: The ratings on PSEG, Power, and PSE&G are bolstered by strong financial metrics, aided by management's relatively conservative use of debt. Power's EBITDA will likely decrease in 2011 and 2012 due to higher-priced electricity hedges rolling off and from continued pressure on power prices as a result of weak demand and low natural gas prices. However, Power's financial metrics have sufficient cushion for the ratings and Fitch anticipates cash flows remaining robust enough to retire debt as needed to maintain appropriate strength. Fitch expects Power's funds from operations (FFO) to debt ratio to average more than 35% over the 2011-13 period, and its EBITDA to interest coverage ratio to remain greater than 6.0 times (x). Electric and natural gas rate increases implemented by PSE&G in 2010 along with multi-year BPU-approved infrastructure and FERC- approved transmission projects should provide significant growth to EBITDA in 2011 and through 2013. During this forecast period, Fitch expects PSE&G's FFO to debt ratio to average more than 25% and its EBITDA to interest coverage ratio to average more than 6.0x. Fitch's expectations for continued strong financial performance at Power and PSE&G should provide similarly strong consolidated financial metrics at PSEG. Fitch expects PSEG's FFO to debt ratio to average more than 30% and its EBITDA to interest coverage ratio to average more than 6.0x over the 2011-13 period. Adequate Liquidity: PSEG, Power, and PSE&G all have adequate liquidity. PSEG and PSE&G each has its own commercial paper program to meet short-term liquidity requirements, with PSEG using its program to also meet the short-term liquidity needs of Power. The companies have an aggregate $4.3 billion in bank credit facilities. This includes a total of $2.1 billion of five-year revolving credit facilities that were recently renewed and mature in April 2016. Another $2.1 billion of revolving credit facilities matures in December 2012, and Fitch expects them to be renewed next year prior to maturity. PSEG's share of the revolving credit facilities totals $1 billion, with Power's totaling $2.7 billion and PSE&G's totaling $600 million. Volatility of Power and Fuel Commodity Prices: The primary credit concern for Power is the company's exposure to price volatility in the power and fuel markets. Power will generally have a significant share of its power generation unhedged each year, leaving it vulnerable to periods of weak power prices. It is important, therefore, that management continues to keep its leverage at a manageable level to allow the company to absorb periods of weak cash flows without too much strain on the balance sheet. Regulatory and Legislative Uncertainty: Another concern for Power is the uncertain regulatory environment for nuclear power plants following the disaster at the Fukushima Daiichi nuclear facilities in Japan. The Nuclear Regulatory Commission (NRC) is reviewing the causes of the disaster to determine if any modifications should be required for U.S. nuclear facilities. It is possible that any proposed modification could be costly to implement, but these expenses would likely be one-time in nature. The NRC recently approved 20-year licensing renewals for three of Power's nuclear plants, alleviating any near-term licensing concerns. An additional concern for Power is the enactment of the long-term capacity agreement pilot program (LCAPP) by the New Jersey legislature. The LCAPP would subsidize the construction of nearly 2,000 megawatts of baseload generation in New Jersey, which would lower prices in the competitive wholesale market. The potential impact is mitigated by a FERC ruling that the new capacity would be subject to a minimum bid rule. Fitch will continue to monitor the situation and possible impact on Power. Increased Capital Spending Program: PSE&G's increased capital spending program is somewhat of a concern, given the financing needs that are required. However, the utility's capital spending program isn't overly large relative to FFO, and the spending is primarily on BPU-authorized infrastructure projects and FERC-regulated transmission projects, both of which include timely recovery of costs and attractive returns. Company Profile: PSEG is a holding company and parent of businesses that operate in the electric and natural gas utility sector. Its principal subsidiaries are Power and PSE&G. Power is an unregulated power producer with more than 13,500 MW of generation capacity that operates in the Mid-Atlantic region of PJM, New York, and Connecticut. It owns and operates the Salem and Hope Creek nuclear generating stations in Lower Alloways Creek, NJ and is a 50% owner of the Peach Bottom Nuclear generating station in Delta, PA. PSE&G is one of the largest combined electric and natural gas utilities in the U.S. and is New Jersey's oldest and largest publicly owned utility. PSE&G serves 2.2 million electric customers and 1.8 million gas customers throughout the state of New Jersey. Energy Holdings pursues opportunities in renewable energy, including solar, offshore wind, and compressed air energy storage. The company also manages a portfolio of leveraged-lease investments in energy infrastructure. Fitch has affirmed these ratings, with a Stable Outlook: PSEG -- Long-term IDR at 'BBB+'; -- Senior unsecured debt at 'BBB+'; -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'. Power -- Long-term IDR at 'BBB+'; -- Senior unsecured debt at 'BBB+'. PSE&G -- Long-term IDR at 'BBB+'; -- Senior secured debt at 'A'; -- Pollution control revenue bonds at 'A'; -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'. Fitch has affirmed and withdrawn these ratings: Energy Holdings -- Long-Term IDR at 'BB+'. QIMONDA RICHMOND: Reaches $35 Million Deal in WARN Act Suit ----------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Qimonda Richmond LLC on Monday reached a $35 million settlement in a Worker Adjustment and Retraining Notification Act class action in Delaware that accused the defunct chip maker of failing to pay former employees severance when it shut down in February 2009. According to Law360, the parties sought court approval of the settlement, under which Qimonda will create a common fund consisting of an $8 million priority claim and general unsecured claims of $10 million and $17 million against Qimonda and its North American unit, respectively. About Qimonda AG Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va. Qimonda AG commenced insolvency proceedings in a local court in Munich, Germany, on Jan. 23, 2009. On June 15, 2009, QAG filed a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under Chapter 15 of the U.S. Bankruptcy Code. Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10589) on Feb. 20, 2009. Mark D. Collins, Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at Richards Layton & Finger PA, in Wilmington Delaware; and Mark Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP, in New York City, represent the Debtors as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda Richmond, LLC, estimated more than US$1 billion in assets and debts. The information, the Debtors said, was based on Qimonda Richmond's financial records which are maintained on a consolidated basis with Qimonda North America Corp. QSGI INC: Hits IBM With Antitrust Suit Over Mainframe Resales ------------------------------------------------------------- Melissa Lipman at Bankruptcy Law360 reports that QSGI Inc. hit IBM Corp. with a multimillion-dollar suit Wednesday in Florida claiming the technology giant forced it out of the mainframe market and into bankruptcy. Just months after emerging from Chapter 11 protection, QSGI targeted IBM and its IBM Global Financing unit under two Florida antitrust statutes, according to Law360. Law360 relates that the complaint alleges that the companies in 2007 suddenly refused to give outsider resellers like QSGI the parts and code necessary to modify the used multimillion-dollar mainframes for new purchasers. About QSGI Inc. Palm Beach, Florida-based QSGI, Inc., et al., operated as a technology services provider, offering a full suite life-cycle for their corporate and government clients' entire information technology platform. The Debtors serviced three separate business segments: Data Center Maintenance Services; Data Security and Compliance; and Network Infrastructure Design and Support. The Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr. S.D. Fla. Lead Case No. 09-23658). Michael A Kaufman, Esq., at Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the Debtors as counsel. In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and $11,110,417 in liabilities. On Sept. 24, 2009, the Bankruptcy Court approved the sale of substantially all of the assets of the DSC division of QSGI to Victory Park Capital, and the sale of substantially all assets of the DCM division of Qualtech Services Group, Inc., to SMS Maintenance, LLC. Following the closing of the DSC Sale and the DCM Sale, the Debtors ceased substantially all business operations. As reported in the TCR on March 29, 2011, the Bankruptcy Court confirmed on March 21, 2011, the Debtors' Third Amended Plan of Reorganization filed by QSGI, Inc., QSGI-CCSI, Inc., and Qualtech Services Group, Inc., dated Feb. 1, 2011. The confirmation order was entered by the Judge on May 4, 2011. R AND M WESSLER: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: R and M Wessler, Inc. 3749 N. Josey Carrollton, TX 75007 Bankruptcy Case No.: 11-42360 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Scheduled Assets: $500,000 Scheduled Debts: $1,012,842 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb11-42360.pdf The petition was signed by Mark Wessler, vice president. RADICAL BUNNY: ML Servicing's Suit Sent Back to State Court ----------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that an Arizona federal judge on Tuesday sent back to state court ML Servicing Co. Inc.'s suit against former securities counsel Greenberg Traurig LLP and one of its partners, saying the action contains malpractice and fiduciary claims that exist regardless of the ex-mortgage servicer's bankruptcy. The suit, now residing in the Maricopa County Superior Court, is one of many linked to the fraud committed by Radical Bunny LLC, according to Law360. About Radical Bunny On Oct. 8, 2008, three investors -- Cathy Baker of Chandler; Laing Kandel of Brooklyn, New York; and Steven Friedberg -- filed an involuntary petition under Chapter 7 of the Bankruptcy Code against Radical Bunny LLC in the U.S. Bankruptcy Court for the District of Arizona. Carlos M. Arboleda, Esq. -- arboledac@abfirm.com -- at Arboleda Brechner, in Phoenix, Arizona, represents the petitioning creditors. On Oct. 20, 2008, the bankruptcy judge entered an order converting the case to Chapter 11 (Bankr. D. Ariz. Case No. 08-13884). The Debtor's estate is currently controlled by a trustee, G. Grant Lyon. Judge Charles G. Case II presides over the case. Mr. Lyon, as the Chapter 11 trustee, is represented by: Jordan A. Kroop, Esq. Shelton L. Freeman, Esq. Thomas j. Salerno, Esq. SQUIRE, SANDERS & DEMPSEY (US) LLP 1 E Washington St #2700 Phoenix, AZ 85004 Tel: (602) 528-4024 Fax: (602) 253-8129 E-mail: jkroop@ssd.com tsalerno@ssd.com RADIENT PHARMACEUTICALS: Amends 4% Convertible Notes ---------------------------------------------------- As reported in Radient Pharmaceuticals Corporation's Form 8-K July 1, 2011, the Company was in default to each of the holders of its convertible notes due Dec. 1, 2011, in the original principal amount of $8,437,500. As a result of those defaults, the Company's total liabilities to the 2011 Noteholders aggregated $22,301,761. The Company entered into an exchange agreement on June 29, 2011, with Iroquois Master Fund Ltd., Cranshire Capital, L.P., Freestone Advantage Partners, L.P., Bristol Investment Fund, Ltd. and Kingsbrook Opportunities Master Fund LP, in order to settle the Company's obligations to each of the 2011 Noteholders. Pursuant to the terms of the Exchange Agreement, each 2011 Noteholder agreed to exchange its claims against the Company, its subsidiaries and certain of their respective current and former officers, directors and representatives for (i) the Company's 4% convertible notes ($4,950,000 original principal amount in the aggregate), (ii) shares of 4% Series A Convertible Preferred Stock of the Company (with an aggregate stated value of $6,701,000) under a Certificate of Designations of Series A Convertible Preferred Stock, and (iii) a warrant, expiring 5 years from the date of the receipt of Stockholder Approval, to purchase additional shares of our common stock. Under the Exchange Agreement, each of the 2011 Noteholders and their affiliated and related persons and entities also received a mutual full release from the Company. On Aug. 1, 2011, the Company amended the Notes to, among other things, delete in its entirety the term Automatic Conversion Price and replaced with the following: "Automatic Conversion Price" means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect and (ii) the price which is equal to the product of (1) 70% multiplied by (2) the quotient of (A) the sum of each of the three (3) lowest Closing Bid Prices of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the applicable Installment Date (or, solely with respect to the First Installment Date, the sum of each of the three (3) lowest Closing Bid Prices of the Common Stock during the period commencing on the Issuance Date and ending on the Trading Day immediately preceding the First Installment Date) (each such period, an "Automatic Conversion Measuring Period") divided by (B) three (3). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such Automatic Conversion Measuring Period. In the event of a dispute as to the determination of the Automatic Conversion Price, then such dispute shall be resolved pursuant to Section 21. Additionally, in accordance with the August 1st Amendment, the Company will issue 17,000,000 additional shares of common stock to the 2011 Noteholders. A full-text copy of the Form 8-K is available for free at: http://is.gd/9ioI0i About Radient Pharmaceuticals Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is engaged in the research, development, manufacturing, sale and marketing of its ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Radient said in October 2010 it incurred a trigger event on the 12% Convertible Notes issued in first and second quarter of 2010 due to its failure to have the related registration statement declared effective by June 1, 2010. The Company filed on Sept. 7, 2010, an Event of Default under those same notes occurred since it did not hold the related shareholder meeting by Aug. 31, 2010. The Company reported a net loss of $85.71 million on $231,662 of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $16.62 million on $8.62 million of net revenues during the prior year. The Company's balance sheet at March 31, 2011, showed $5.56 million in total assets, $19.04 million in total liabilities, all current, and a $13.48 million total stockholders' deficit. RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included an audit opinion with a "going concern" explanatory paragraph. As reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP, in Costa Mesa, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses, had negative cash flows from operations in 2010 and 2009, and has a working capital deficit of approximately $53 million at Dec. 31, 2010. REAL MEX RESTAURANTS: Waives Defaults Under Principal Debt Pacts ---------------------------------------------------------------- Real Mex Restaurants, Inc., reached an agreement with lenders to waive and amend certain covenants as it works to revise its corporate capital structure. The company also reported that it made a $9.1 million interest payment due this month. An affiliate of Sun Capital Partners provided additional liquidity as part of the ongoing restructuring process. All financial stakeholders are working together on a revised capital structure that recognizes economic realities and addresses future needs, the Company said. "Our core business continues to improve and the operating performance of our restaurant brands is making strong progress under new leadership," said Real Mex Chairman & CEO David Goronkin. "Although our company continues to generate substantial earnings, the current capital structure, certain above-market leases and the soft economy slow our headway. By addressing these issues now we'll be able to move forward more quickly." The Company entered into a Limited Waiver and Amendment No. 6 to Second Amended and Restated Revolving Credit Agreement, dated as of Jan. 29, 2007. The GECC Amendment is available for free at: http://is.gd/SqYrOa The Company entered into a Second Supplemental Indenture which provides for amendments to the existing Indenture governing the Company's 14% Senior Secured Notes due 2013. The Supplemental Indenture is available for free at: http://is.gd/aRCij5 The Company entered into a Limited Waiver and First Amendment to the Second Amended and Restated Credit Agreement dated as of July 7, 2009. The Opco Amendment is available for free at: http://is.gd/VhZU4t Holdco entered into a Limited Waiver and Second Amendment to the Credit Agreement, dated as of July 7, 2009. The Holdco Amendment is available for free at: http://is.gd/hBi17w In addition to the above modifications, the GECC Credit Agreement, the Indenture, the Opco Term Facility and the Holdco Term Facility have each been amended to add certain additional events of default relating to a failure by the Company to: * submit a reasonably detailed proposal to restructure the Company's material debt arrangements on or prior to Sept. 15, 2011; and * negotiate and execute a binding restructuring term sheet, plan support agreement, lock-up agreement or similar agreement containing the substance of the Comprehensive Restructuring Plan or another restructuring plan with respect to the Company's material debt arrangements on or prior to Oct. 31, 2011. Arrangement of Certain Officers Effective July 28, 2011, James Shein was appointed as a director of the Company, filling the vacancy caused by the resignation of Craig S. Miller. Mr. Shein will be entitled to receive director fees of $50,000 per year during his service as a director of the Company. In addition, Mr. Shein will be entitled to reimbursement of his reasonable out-of-pocket expenses in connection with his travel to and attendance of meetings of the Board of Directors or committees thereof in accordance with the Company's standard policies. Effective Aug. 29, 2011, Mike Keeland, 52, will be appointed as President of Real Mex Foods, Inc., the Company's purchasing, distribution, and manufacturing subsidiary. Mr. Keeland most recently served as Chief Executive Officer of Annie Chun's, Inc., an Asian natural consumer packaged goods company specializing in noodle, rice, and sauce products, for over two years, prior to which Mr. Keeland served as the Vice President of Sales & Marketing of Annie Chun's, Inc. for five years. Mr. Keeland also served as Regional Director of Pinnacle Foods/Vlasic Foods International and National Sales Manager of Campbell Soup Company. The offer letter provides for an initial annual base salary of $300,000. Mr. Keeland will also be entitled to participate in the Company's bonus program which makes him eligible to receive an annual performance bonus with a target of up to 50% of his base salary, which is guaranteed for 2011 on a prorated basis. In addition, Mr. Keeland will be granted options to purchase common stock of Holdco in an amount commensurate with his position. In the event Mr. Keeland is terminated without cause, he will be eligible to receive 6 months of his base salary and continued medical and dental insurance coverage for the same period. In connection with the modifications of debt agreements, the bonus programs for the Company's Chief Executive Officer, Chief Financial Officer and Chief Operating Officer were revised for the 2011 fiscal year to reduce their target bonuses from 50% of base salary to 37.5% of base salary, but basing the bonus on EBITDAR rather than EBITDA. In addition, the Company's Chief Executive Officer and Chief Financial Officer are also entitled to receive a restructuring completion bonus of 15% of their base salaries. In order to receive the bonuses for the 2011 fiscal year, the Company must complete the Comprehensive Restructuring Plan and the officers must be employed by the Company on the date that the bonuses are paid. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. The Company operated 183 restaurants as of March 28, 2010, of which 152 were located in California and the remainder were located in 12 other states, primarily under the trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and Acapulco Mexican Restaurant Y Cantina(R). In addition, the Company franchised or licensed 34 restaurants in 12 states and two foreign countries as of March 28, 2010. The Company's other major subsidiary, Real Mex Foods, Inc., provides internal production, purchasing and distribution services for the restaurant operations and also provides distribution services and manufactures specialty products for sale to outside customers. Real Mex carries a 'Caa2' Corporate Family Rating, and stable Outlook from Moody's Investors Service. At the end of August 2010, Moody's said the 'Caa2' CFR continues to reflect the challenges Real Mex will face to reverse its revenue decline primarily driven by the ongoing, albeit somewhat decelerated, negative same store sales trend, in a very difficult operating environment for casual dining concepts. The rating also incorporates the company's high financial leverage, poor interest coverage and weak free cash flow generation. As reported by the TCR on June 28, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Cypress, Calif.- based Real Mex Restaurants Inc. to 'CCC' from 'B-'. "The rating actions reflect our view that operating performance will remain weak in 2011, likely requiring the company to amend financial covenants," said Standard & Poor's credit analyst Andy Sookram. The Company reported a net loss of $17.78 million on $227.91 million of total revenues for the six months ended Dec. 26, 2010, compared with a net loss of $49.59 million on $500.60 million of total revenues for the fiscal year ended Dec. 27, 2009. The Company's balance sheet at March 27, 2011, showed $276.64 million in total assets, $255.35 million in total liabilities and $21.29 million in total stockholders' equity. RED EAGLE: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Red Eagle Oil, Inc. P.O. Box 2468 Cody, WY 82414 Bankruptcy Case No.: 11-20857 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court District of Wyoming (Cheyenne) Judge: Peter J. McNiff Debtor's Counsel: Bradley T. Hunsicker, Esq. WINSHIP & WINSHIP, P.C. 100 N. Center, 6th Floor Casper, WY 82602 Tel: (307) 234-8991 Fax: (307) 234-1116 E-mail: brad@winshipandwinship.com Estimated Assets: Not Stated 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 Dale Hinze, president. RENZO RENZI: Judge Dismisses Chapter 11 Bankruptcy Case ------------------------------------------------------- Paul Brinkmann at the South Florida Business Journal reports that Miami developer Renzo Renzi has been dismissed from bankruptcy court in several cases after telling a judge he couldn't afford to reorganize his debt under Chapter 11. According to the report, Mr. Renzi's personal bankruptcy case and at least two business bankruptcies were dismissed: The Sail Condominium and Renzi Building. The business bankruptcies were dismissed July 6. On July 29, Doral-based U.S. Century Bank won a $6.6 million final judgment against Renzi, The Sail, Renzi Building and other parties in Miami-Dade Circuit Court. Mr. Renzi had been facing foreclosure on bulk units at The Sail and on his namesake Renzi Building, 2200 S. Dixie Highway in Miami. He had filed several "pro se" bankruptcies -- handwritten and without attorney representation. U.S. Bankruptcy Judge Laurel Isicoff dismissed Renzi's personal case in March because he failed to meet deadlines for disclosing details about his debts and creditors. He initially filed for personal Chapter 7 liquidation. U.S. Bankruptcy Judge Robert Mark dismissed the cases, ordering that they could not be refiled for 18 months, according to the report. RUSSELL DRIVE: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Russell Drive, LLC 4303 Russell Drive Austin, TX 78704 Bankruptcy Case No.: 11-11915 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: John W. Alvis, Esq. JOHN W. ALVIS, ATTORNEY AT LAW P.O. Box 1068 San Marcos, TX 78667-1068 Tel: (512) 350-8144 Fax: (512) 393-3356 E-mail: alvislaw@aol.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txwb11-11915.pdf The petition was signed by Charles E. Howard, president and manager. RVTC LP: U.S. Trustee Unable to Form Committee ---------------------------------------------- The United States Trustee said that a committee under 11 U.S.C. Sec. 1102 has not been appointed because an insufficient number of persons holding unsecured claims against Rialto Village Town Center have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. About RVTC LP Rialto Village Town Center is a proposed $60 million to $70 million mixed-used development on 24 acres on the far Northwest Side in San Antonio, Texas. RVTC Limited Partnership fka Fair Prospects, L.P., owner of the Rialto Village Town Center, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011. Judge Leif M. Clark presides over the case. Thomas Rice, Esq., at Cox smith Matthews Incorporated, represents the Debtor. The Debtor estimated both assets and debts of between $10 million and $50 million. S2K MANAGEMENT: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: S2K Management Group Inc. 239 N. Pecos Rd. Henderson, NV 89074 Bankruptcy Case No.: 11-22198 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Ryan Alexander, Esq. LAW OFFICES OF RYAN ALEXANDER 200 E. Charleston Blvd. Las Vegas, NV 89104 Tel: (702) 222-3476 Fax: (702) 252-3476 E-mail: ryan@thefirm-lv.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-22198.pdf The petition was signed by Hong Jun Eom, president. SANDIA RESORTS: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sandia Resorts, Inc. dba America's Best Value Inn Suites fdba Ramada Limited 5601 Alameda Blvd. NE Albuquerque, NM 87113 Bankruptcy Case No.: 11-13489 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: James S. Starzynski Debtor's Counsel: Bonnie Bassan Gandarilla, Esq. MOORE, BERKSON & GANDARILLA, P.C. P.O. Box 7459 Albuquerque, NM 87194 Tel: (505) 242-1218 Fax: (505) 242-2836 E-mail: mbglaw@swcp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nmb11-13489.pdf The petition was signed by Harminder S. Sian, president. SECUREALERT INC: Borinquen Container Holds 16.46% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Borinquen Container Corporation and Hector L. Gonzalez disclosed that they beneficially own 80,012,276 shares of common stock of SecureAlert, Inc., representing 16.46% of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at http://is.gd/CW1z2K About SecureAlert Inc. Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA) -- http://www.securealert.com/-- is an international provider of electronic monitoring systems, case management and services widely utilized by more than 650 law enforcement agencies worldwide. The Company reported a net loss of $2.07 million on $3.68 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $5.53 million on $3.20 million of total revenue for the same period a year earlier. The Company's balance sheet at March 31, 2011, showed $12.77 million in total assets, $11.06 million in total liabilities and $1.71 million in total equity. SHERI'S CABARET: Bar Foreclosure Plea Denied; Plan In The Works --------------------------------------------------------------- Steve Green at Vegas Inc. reports that Bankruptcy Judge Mike Nakagawa has rejected an effort by City National Bank to foreclose on Sheri's Cabaret topless dancing bar in Las Vegas, giving Sheri's a boost as it tries to emerge from bankruptcy. Judge Nakagawa rejected the latest foreclosure attempt, in which City National said it's owed $3.5 million as the holder of the mortgage for Sheri's building. According to the report, City National said an August 2009 appraisal found the building is worth just $890,000 and that it should be allowed to foreclose as Sheri's hasn't been making mortgage payments and there's no hope for it to successfully reorganize in bankruptcy. Attorneys for Sheri's, however, argued the building is worth $4.89 million according to its November 2009 appraisal and that's more than what is owed to City National Bank and second-lien lender Bank of Nevada (owed $357,000). City National said conversion to a Chapter 7 is appropriate because Sheri's continues to lose money and has been unable to confirm a reorganization plan, notes Vegas Inc. Vegas Inc. notes, in the alternative, the bank's attorneys said, appointing a Chapter 11 trustee to supervise the club is warranted because there have been losses, incompetence or gross mismanagement and there may have been a commingling of funds or an improper transfer of assets. Attorneys for Sheri's have been working on its reorganization plan and last month, they reported the business lost $14,900 in June on revenue of $73,907. Citing the recession, the owner of Sheri's Cabaret, 2580 S. Highland Drive, filed for Chapter 11 reorganization in December 2009 in U.S. Bankruptcy Court for Nevada in Las Vegas. SHERMAN SSA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sherman SSA Ltd. 1335 Steeple Chase Lane Aledo, TX 76008 Bankruptcy Case No.: 11-44399 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Jeffrey R. Erler, Esq. BELL NUNNALLY & MARTIN, LLP 3232 McKinney Avenue, Suite 1400 Dallas, TX 75204 Tel: (214) 740-1490 Fax: (214) 740-1499 E-mail: jeffe@bellnunnally.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 Kenneth Gilbert. SI GRAND TRAVERSE: Chapter 11 Trustee Appointment Warranted ----------------------------------------------------------- WestLaw reports that the appointment of a Chapter 11 trustee for the estate of a debtor-hotel franchise operator better served the interests of creditors and the estate than a conversion or dismissal of the case due to the debtor's unauthorized use of cash collateral and inability to fund hotel operations. The debtor's secured creditors appeared to agree that the payment of claims depended upon the hotel's continued operations, and the largest secured creditor was willing to negotiate with a trustee but refused to work with debtor's management. Conversion or dismissal also would likely lead to a state-court receivership, the efficacy of which the bankruptcy court doubted, given, among other concerns, the impracticalities and inefficiencies of dueling state and federal proceedings. In re SI Grand Traverse LLC, --- B.R. -- --, 2011 WL 2181355 (Bankr. W.D. Mich.). SI Grand Traverse L.L.C., the operator of the Sleep Inn hotel franchise located at 5520 US-31 North, in Acme, Michigan, filed a voluntary petition (Bankr. W.D. Mich. Case No. 11-04316) for relief under chapter 11. SIRIUS XM: Reports $173.3 Million Net Income in June 30 Quarter --------------------------------------------------------------- Sirius XM Radio reported net income of $173.32 million on $744.39 million of total revenue for the three months ended June 30, 2011, compared with net income of $15.27 million on $699.76 million of total revenue for the same period during the prior year. The Company also reported net income of $251.44 million on $1.46 billion of total revenue for the six months ended June 30, 2011, compared with net income of $56.87 million on $1.36 billion of total revenue for the same period a year ago. The Company's balance sheet at June 30, 2011, showed $7.30 billion in total assets, $6.81 billion in total liabilities and $494.61 million in total stockholders' equity. "Our results in the second quarter were strong, and we are proud of our record levels of subscribers, revenue, and adjusted EBITDA and growth in free cash flow. Despite a dip in the seasonal rate of auto sales in the second quarter, SiriusXM continues to perform well, and we are pleased to raise our subscriber guidance and, for the second time this year, our free cash flow guidance," said Mel Karmazin, Chief Executive Officer, SiriusXM. A full-text copy of the press release announcing the financial results is available for free at http://is.gd/Fk1TvV About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. * * * Sirius carries (i) a 'BB-' corporate credit rating from Standard & Poor's and (ii) 'B3' corporate family rating and 'B2' probability of default rating from Moody's. In October 2010, Moody's said the upgrade of Sirius XM's CFR to 'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating Moody's standard adjustments) less capital spending to interest expense will grow and comfortably exceed 1x in 2011, reflecting higher than anticipated subscribers and revenue and reduced debt service and programming costs. As announced on October 1, 2010, the company expects to add more than 1.3 million subscribers in FY2010, bringing the year end total to 20.1 million and exceeding prior expectations. Despite high churn in the subscriber base, vulnerability to cyclical consumer spending, and increasing wireless competition, Moody's believe subscriptions will grow through the end of 2011 as the economy and automotive sales recover. Heightened capital spending related to the ongoing construction and launch of two satellites will likely limit free cash flow generation in 2011. The rating also reflects the company's sizable debt burden as well as the need to invest significantly in programming, marketing, launching new services, and maintaining a satellite fleet to attract subscribers in addition to delivering content. As reported by the Troubled Company reporter on Dec. 14, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a consolidated basis), to 'BB-' from 'B+'. The rating outlook is stable. "The action reflects the company's improving operating performance, declining debt leverage, and the prospects for continued improvement in credit measures for full-year 2010 and 2011," explained Standard & Poor's credit analyst Hal Diamond. * * * This concludes the Troubled Company Reporter's coverage of Sirius XM Radio until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SL GREEN: S&P Assigns Rating to $300 Million Senior Notes --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' rating to the proposed $300 million senior notes jointly and severally issued by Reckson Operating Partnership L.P. (Reckson), SL Green Realty Corp. (SL Green), and SL Green Operating Partnership L.P. (SL Green OP). "At the same time, we assigned our '2' recovery rating to the notes, indicating our expectation for a substantial (70%-90%) recovery for unsecured senior noteholders in the event of a payment default," S&P related. SL Green, parent of Reckson and SL Green OP, plans to use the net proceeds from the offering to repay a portion of the amount outstanding under its revolving credit facility and for general corporate purposes, which may include investment opportunities, purchases of debt issued by SL Green's subsidiaries (including Reckson and SL Green OP) in the open market, and the repayment of indebtedness at the applicable maturity or put date. The company's $1.5 billion credit facility had $500 million outstanding at June 30, 2011. "Our ratings on SL Green reflect a well-positioned office portfolio that should continue to outperform its markets in terms of occupancy. We consider the company's financial profile as significant and its business profile as satisfactory," S&P said. Standard & Poor's maintains a '2' recovery rating on SL Green's unsecured senior notes. The '2' recovery rating indicates our expectation for a substantial (70%-90%) recovery for unsecured senior noteholders in the event of a payment default. The outlook is stable. "We anticipate that the company will ultimately refinance its credit facility debt with more costly longer-term capital. However, further deleveraging, along with incremental revenue from accretive investments, should somewhat temper the potential erosion to debt coverage," S&P related. Rating List Reckson Operating Partnership L.P. BB+/Stable SL Green Realty Corp. BB+/Stable SL Green Operating Partnership L.P. BB+/Stable Rating Assigned Reckson Operating Partnership L.P. SL Green Realty Corp. SL Green Operating Partnership L.P. Senior unsecured $300 million senior notes BBB- Recovery rating 2 STELLAR GT: Court OKs Retention of Ballard Spahr as Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland authorized Stellar GT TIC, LLC, to hire Ballard Spahr LLP as its counsel nunc pro tunc to the Petition Date. As reported in the July 11, 2011 edition of the Troubled Company Reporter, the Ballard Spahr attorneys and paralegal presently designated to have primary responsibility in representing the Debtors, and their hourly rates (as discounted for attorneys) are: (A) Attorneys Roger Winston: $640 (real estate) Matthew G. Summers: $494 (bankruptcy) Mark Jackson: $520 (real estate) Leslie Heilman: $361 (bankruptcy) Michelle McGeogh: $323 (bankruptcy/litigation) (B) Paralegals Jason Kittinger: $180 Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian apartments located at 8750 Georgia Avenue in Silver Spring, Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011. Judge Wendelin I. Lipp oversees the case. Michelle Maloney-Raymond is the case administrator. The Debtors negotiated a plan of reorganization before filing for Chapter 11. The proposed plan is premised on either (1) a sale of the project pursuant to an auction process or (2) a consensual restructuring of the secured debt. Broker CB Richard Ellis Inc. has been hired to conduct the sale. The auction rules provide that a first-round sealed bid would be required to be submitted by Aug. 24. The broker would then have until Sept. 5 to negotiate with the first-round bidders. Second- round sealed bids would be due Sept. 5. The highest second-round bid would be identified by Sept. 12, 2011. The highest bid would be submitted for approval at the confirmation hearing in October. Wells Fargo, the holder of a $207.6 million secured debt, can bid at the auction. The Lender is represented by Mark Taylor, Esq., at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq., at Zeichner Ellman & Krause LLP. STELLAR GT: Reaches Deal Permitting Chapter 11 Cases to Continue ---------------------------------------------------------------- Chapter11Cases.com reports that Stellar GT TIC LLC and VFF TIC LLC, the owners of The Georgian Building, which is an 891-unit multi-family high rise property (consisting of two 14-story apartment buildings) located at 8750 Georgia Avenue in Silver Spring, Maryland, notified the Maryland bankruptcy court on Tuesday that they have reached an agreement with their lenders and the United States Trustee which will allow the Companies' Chapter 11 bankruptcy cases to continue. The Debtors voluntarily filed for chapter 11 protection on June 22, 2011, in order to effectuate an agreement with their secured lender, Wells Fargo Bank, N.A., which is owed more than $207 million. Following the bankruptcy filing, the United States Trustee filed a motion asking the bankruptcy court to dismiss the bankruptcy cases or, alternatively, to convert the bankruptcy cases to Chapter 7 cases. In its motion, the U.S. Trustee argued that the bankruptcy cases are "akin to a two-party dispute in which courts, under similar circumstances, have elected either to dismiss the case as not filed in good faith or to abstain." The Trustee also argued that the cases should be dismissed because "there is subjective bad faith and objective futility (there is no realistic possibility of an effective reorganization)." According to the U.S. Trustee, the Debtors' secured creditors (Wells Fargo and General Electric Co., which has asserted mechanics' liens) have adequate remedies in state law and that it would be "less costly to sell the Georgian under the auspices of the state court versus the bankruptcy court." According to the report, despite the U.S. Trustee's various arguments that the bankruptcy cases should be dismissed, the parties have come to an agreement which will allow the bankruptcy cases of Stellar GT TIC LLC and VFF TIC LLC to continue. The primary terms of the agreed order which has been submitted to the court are: -- The proposed disclosure statement and plan will be modified to provide that General Electric will be paid "at least 25% on its claim (subject to increase if a third party bid is higher than the applicable credit bid and funds are available in excess of the secured mortgage claim)". -- An agreement on the manner in which the Debtors' quarterly fees under 28 U.S.C. 1930(a)(6) will be calculated. -- The debtors are required to file a motion seeking approval of their cash management systems "reasonably promptly". About Stellar GT TIC LLC Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian apartments located at 8750 Georgia Avenue in Silver Spring, Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011. Judge Wendelin I. Lipp oversees the case. Michelle Maloney-Raymond is the case administrator. Matthew G. Summers, Esq., at Ballard Spahr LLP, serves as the Debtors' counsel. The Debtor disclosed assets of undetermined amount and liabilities of $207,623,768. The Debtors negotiated a plan of reorganization before filing for Chapter 11. The proposed plan is premised on either (1) a sale of the project pursuant to an auction process or (2) a consensual restructuring of the secured debt. Broker CB Richard Ellis Inc. has been hired to conduct the sale. The auction rules provide that a first-round sealed bid would be required to be submitted by Aug. 24. The broker would then have until Sept. 5 to negotiate with the first-round bidders. Second- round sealed bids would be due Sept. 5. The highest second-round bid would be identified by Sept. 12, 2011. The highest bid would be submitted for approval at the confirmation hearing in October. Wells Fargo, the holder of a $207.6 million secured debt, can bid at the auction. The Lender is represented by Mark Taylor, Esq., at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq., at Zeichner Ellman & Krause LLP STREETLIGHT INTELLIGENCE: Receiver Continues to Manage Affairs -------------------------------------------------------------- The Ottawa Citizen reports that a receiver continues to manage the affairs of Streetlight Intelligence Inc. As reported in the Troubled Company Reporter on June 2, 2011, Times Colonist said that Streetlight Intelligence went into receivership after running out of money. The report related that the public company has laid off 15 full-time employees and ceased operating. Trading of Streetlight shares (TSXV: SLQ) has been halted on the TSX Venture Exchange. In B.C. Supreme Court, G. Powroznik Group of Vancouver was appointed receiver-manager of Streetlight Intelligence and of its wholly owned subsidiary, Streetlight Intelligence International Ltd, the report relates. Streetlight had asked for the receivership order. The Ottawa Citizen notes that Hydro Ottawa had bought $1 million in share options and $500,000 in shares in the company, whose technology allowed lights to be remotely programmed so they could be dimmed at regular intervals or in specific locations to save energy and money. The share options are secured through priority rights to all of the company's assets, including its intellectual property, wrote Susan Barrett, Hydro Ottawa's acting manager of communications and public affairs, in an e-mail response to questions, The Ottawa Citizen relates. Ms. Barrett wrote that it could be some time before the receiver - who's to determine how to maximize the value of the company's assets - determines "the best course of action," The Ottawa Citizen discloses. In a recent update, the receiver, G. Powroznik Group Inc., said it's "still not clear whether there will be a net recovery for the company's creditors or the shareholders," The Ottawa Citizen says. The report adds that the receiver's objective is to sell the assets and operations in order "to maximize the net realization proceeds for creditors and, potentially, the shareholders," said the update, filed July 27. SW BOSTON: Judge to Rule on Novel Cramdown Issue ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that SW Boston Hotel Venture LLC is giving U.S. Bankruptcy Judge Joan N. Feeney in Boston the opportunity to pontificate on an unsettled question of bankruptcy law pertaining to cramdown. Mr. Rochelle explains that SW Boston's plan in reality is several plans covering affiliated companies. Each company must meet plan- confirmation requirements. For some of the companies, there were no creditors in any class who voted for or against the plan, perhaps because they were to be paid in full with interest. According to the report, Prudential Insurance Co. of America, the secured lender currently owed $148 million, opposed approval of the plan at the confirmation hearing held in July. Prudential contended in post-trial papers filed this week that the plan can't be confirmed because cramdown requires at least one class that votes "yes." SW Boston, the report relates, filed papers saying the opposite. The hotel owner pointed to a 1988 case from the U.S. Court of Appeals in Denver saying that if a class neither votes on the plan nor objects to confirmation, it should be deemed to have voted in favor of the plan. Even though classes including Prudential voted against the plan, SW Boston contends the plan can be crammed down because several other classes voted "yes," in addition to those that didn't vote at all. About SW Boston Hotel Boston, Massachusetts-based SW Boston Hotel Venture LLC is the Owner of the W Hotel in Boston. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on April 28, 2010. Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100 million to $500 million. SW Boston was authorized by the bankruptcy judge on May 24, 2011, to sell the hotel portion of the project for $89.5 million, without an auction. TCI COURTYARD: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: TCI Courtyard, Inc. 1750 Valley View Lane, Suite 440 Dallas, TX 75234 Bankruptcy Case No.: 11-34977 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Craig Landess, vice president. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, N.A. of J.P. -- $12,713,809 Morgan Chase Commercial Mortgage Securities Cor CWCapital Asset Management LLC 701 13th Washington, DC 20005 TELLICO LANDING: Case Now Assigned to Marcia Phillips Parsons ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee assigned the Chapter 11 case of Tellico Landing, LLC, to Bankruptcy Judge Marcia Phillips Parsons. On July 28, 2011, Judge Richard Stair Jr. recused himself from hearing future proceedings arising in the case and directed that all matters related thereto will hereafter be heard by Judge Parsons. Tellico Landing, LLC, based in Maryville, Tennessee, filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. Judge Richard Stair, Jr., oversees the case. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. TEN X: Seeks Interim Order to Use Cole Taylor's Cash Collateral --------------------------------------------------------------- Ten X Capital Partners III, LLC (Series B), seeks an interim order from the U.S. Bankruptcy Court for the Northern District of Illinois for the use of cash collateral of Cole Taylor Bank through Aug. 31, 2011. Cole Taylor asserts claims against the Debtor, which as of May 3, 2011, totaled $6,434,850 with interest accruing from May 3, 2011 at the rate of $2,257.43 per day plus fees and costs. Cole Taylor asserts that its claims are secured by first mortgages on the Debtor's real estate commonly known as 601 W. Polk St., Chicago, IL 60607. Cole Taylor further asserts that it holds a lien on all of the rental revenue and receipts generated by the Real Estate by operation of the assignment of rents it holds. The Debtor projects that the Real Estate will general $109,854 in rental revenue and receipts in July and $143,182 in August. The Debtor wishes to use the rental revenue and receipts. Ten X Capital Partners III, LLC (Series B) operates an industrial real property located at 601 W. Polk Street, Chicago, Illinois, as a telecom hotel and storage facility. Ten X Capital Partners III, LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-27294) on June 30, 2011. Judge John H. Squires presides over the case. The Debtor is represented by Chester H. Foster, Jr., Esq., at Foster & Smith. 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 John W. Branch, manager of RM Advisors, LLC. TENET HEALTHCARE: Posts $63 Million Net Income in June 30 Quarter ----------------------------------------------------------------- Tenet Healthcare Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $63 million on $2.37 billion of net operating revenues for the three months ended June 30, 2011, compared with net income of $35 million on $2.30 billion of net operating revenues for the same period a year ago. The Company also reported net income of $145 million on $4.88 billion of net operating revenues for the six months ended June 30, 2011, compared with net income of $130 million on $4.64 billion of net operating revenues for the same period during the prior year. The Company's balance sheet at June 30, 2011, showed $8.43 billion in total assets, $6.54 billion in total liabilities, $16 million in redeemable noncontrolling interests in equity of consolidated subsidiaries and $1.87 billion in total equity. "Our results for the second quarter extended the positive momentum we reported in recent quarters," said Trevor Fetter, president and chief executive officer. "Net revenues grew by 3.1 percent reflecting growth of 1.0 percent in adjusted admissions and 1.1 percent growth in surgeries. These increases provide additional evidence that our growth initiatives are gaining traction. Based on the solid performance for the first half of the year, we are reconfirming our Outlook for 2011 Adjusted EBITDA in the existing range of $1.175 billion to $1.275 billion." Dr. Stephen L. Newman, the Company's Chief Operating Officer, has notified the Company that he will retire in mid-2012. A full-text copy of the Form 10-Q is available for free at: http://is.gd/mS8tUF About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. * * * As reported by the TCR on Aug. 5, 2010, Moody's Investors Service affirmed its 'B2' corporate family rating for Tenet. The rating reflects Moody's expectation that the Company will likely see positive free cash flow for the full year ending Dec. 31, 2010, as operating results continue to improve and litigation settlement payments end in the third quarter. However, the ratings also consider the significant headwinds facing the company, and the sector as a whole, with respect to increasing bad debt expense, weak volume trends and changes in mix as commercial volumes decline. S&P's corporate credit rating on Tenet is 'B' and remains unchanged. The ratings agency noted that while the Company has experience recent successes to date of a multiyear turnaround effort, the Company has a still-weak business risk profile and high financial leverage. Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on Rating Watch Positive. Tenet's existing ratings are Issuer Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3. The ratings apply to approximately $4.3 billion of debt outstanding as of Sept. 30, 2010. THINK3 INC: Italian Trustee Seeks to Take Over in Chapter 15 ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Think3 Inc., a developer of computer-aided design software, will give U.S. Bankruptcy Judge H. Christopher Mott in Austin, Texas, a chance to decide whether executives in the U.S. or an Italian bankruptcy trustee has the right to control the company and its reorganization. Think3 sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 11-11252) in May in Austin, its hometown, three months after creditors filed an involuntary bankruptcy petition against the company in a court in Bologna, Italy. The company didn't oppose the involuntary bankruptcy, according to the Italian trustee. The Italian trustee filed a Chapter 15 petition (Bankr. W.D. Tex. Case No. 11-11925) for Think3 in bankruptcy court in Austin on Aug. 1, claiming she has the right to control the company's restructuring through the Italian court. According to the report, the Italian trustee noted that the court in Texas is being asked by U.S. managers to sell property that is being administered in a different manner by the court in Italy. She said she has made "substantial progress towards a possible reorganization or sale for the benefit of creditors." Chapter 15 affords a U.S. bankruptcy court the ability to assist a bankruptcy primarily pending elsewhere. Relief in Chapter 15 isn't automatic. For the Chapter 15 petition to succeed, the Italian trustee must convince the judge in Austin that Italy is home to the "foreign main proceeding." In general terms, Italy is the controlling court if the principal assets, principal business activities or head office is in Italy. Since the Italian bankruptcy was filed, there have been continuing disputes over the right to control the company's assets. ESW Capital LLC acquired Think3 in September. The primary debt is a $23 million tax liability in Italy. THINK3 INC: Chapter 15 Case Summary ----------------------------------- Chapter 15 Petitioner: Dr. Andrea Ferri Chapter 15 Debtor: think3 Inc. 6011 W. Courtyard Drive Austin, TX 78730 Chapter 15 Case No.: 11-11925 Type of Business: The debtor is a company that provides design and Modeling software. Chapter 15 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Debtor's Counsel: Wesley W. Yuan, Esq. DUANE MORRIS LLP 1330 Post Oak Boulevard, Suite 800 Houston, TX 77056 Tel: (713) 402-3911 Fax: (713) 513-5848 E-mail: wwyuan@duanemorris.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. Previous Chapter 11 filing by the Debtor: Entity Case No. Petition Date ------ -------- ------------- Think3 Inc. 11-11252 05/18/11 THORNBURG MORTGAGE: Barclays Aims to Dismiss $94-Mil. Suit ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Chapter 11 trustee for Thornburg Mortgage Inc. didn't oppose having his $94 million lawsuit against Barclays Capital Inc. sucked upstairs from bankruptcy court to the U.S. District Court in Maryland. According to the report, U.S. District Judge Ellen L. Hollander may soon rule on Barclays' motion to dismiss the suit entirely. The trustee contends that Barclays made unauthorized margin calls under documents governing a reverse repurchase agreement for mortgage-backed securities. Barclays' motion to dismiss is founded on the notion that the documents and the facts in the complaint show by themselves that Barclays had the right to demand more collateral and call a default when it wasn't forthcoming. Mr. Rochelle notes that at the same time he sued Barclays in April, the trustee filed complaints against JPMorgan Chase & Co., Citigroup Inc., Credit Suisse Group AG, Royal Bank of Scotland Group Plc and UBS AG for almost $2 billion. He also sued Bank of America Corp. and Countrywide Home Loans Inc. The suits allege that the banks made "unjustified margin calls" that led to the demise of Thornburg, a former jumbo mortgage lender and securitizer. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. The Debtors tapped David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, is tapped as counsel, and Orrick, Herrington & Sutcliffe LLP as special counsel. The Debtors hired Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., as investment banker and financial advisor. Protiviti Inc. was engaged for financial advisory services. The Debtors also hired KPMG LLP as tax consultant and Epiq Systems, Inc., as claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. THP GRAPHICS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: THP Graphics Group, Inc. 1118 Culpepper Drive Conyers, GA 30094 Bankruptcy Case No.: 11-72404 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: James R. Sacca Debtor's Counsel: Barbara Ellis-Monro, Esq. ELLENBERG, OGIER, ROTHSCHILD & ROSENFELD 170 Mitchell Street, SW Atlanta, GA 30303 Tel: (404) 525-4000 Fax: (404) 526-8855 E-mail: bem@eorrlaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-72404.pdf The petition was signed by Jefferson R. Riley, president and CEO. TITAN REALTY: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Titan Realty, LLC 22 Hudson Drive Stony Point, NY 10980 Bankruptcy Case No.: 11-23561 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Ronald De Caprio, Esq. ATTORNEY AT LAW 65 West Ramapo Road Garnerville, NY 10923 Tel: (845) 354-3212 Fax: (845) 354-3213 E-mail: rdecaprio@optonline.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Stuart Roberts, member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ PRIF II Titan, LLC 70 Red Schoolhouse $1,488,914 2160 North Central Road Road Chestnut Ridge, Fort Lee, NJ 07024 New York 10977 TP INC: Chapter 11 Trustee Wants Case Converted to Chapter 7 ------------------------------------------------------------ Algernon L. Butler, III, appointed trustee of TP Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. The trustee has conducted an investigation into the assets, liabilities and financial affairs of the Debtor and of his involvement in the case to date. The trustee found that, among other things: -- the Debtor has no substantial tangible assets other than its real estate. The Debtor has employees nor any ongoing business operations other than the rental of its real estate, the day- to-day management and details of which are being handled by Treasure Realty, Inc. and Century 21 Action, Inc. which are the property managers employed by the trustee. -- the value of the Debtor's real estate located at 3674 Island Drive in Topsail Beach, the three lots located in The Sanctuary in Mecklenburg County, the real estate located on Country Club Road in Hampstead (formerly owned by HP, Inc. and ordered by the Court to be transferred to TP, Inc.), exceeds the valid non-avoidable encumbrances against each respective property and the trustee has taken steps to market and sell these properties for the benefit the bankruptcy estate and creditors. The Debtor may also own certain other underencumbered real estate which might be liquidated for the benefit of the estate. -- these factors are grounds for the conversion of the case to Chapter 7: a. The Debtor's unauthorized lease of property of the estate, and the collection by Ronald Bryant of the rents of such property of the estate for his individual benefit; b. The Debtor's failure to keep its property insured; c. The Debtor's failure to pay property taxes on its property; d. The Debtor's failure to comply with a court order, to the extent that it instructed its counsel to refuse to comply with a turnover of funds required by the consent order entered by the Court on Feb. 17; e. The Debtor's failure to pay Quarterly Fees when due, and lack of funds with which to make those payments; and f. The Debtor's failure to file monthly reports as required by Local Bankruptcy Rule 4002-1(b). The trustee set an Aug. 25, hearing on the requested case conversion. Objections, if any, are due Aug. 22. The trustee is represented by: Algernon L. Butler, III, Esq. P.O. Box 38 Wilmington, NC 28402 Tel: (910) 762-1908 Fax: (910) 762-9441 About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the Debtor. The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs & Perdue, as counsel, and Gary K. Shipman and Shipman & Wright, L.L.P., as special counsel to assist in matters relating to claims by Bank of America and its agents. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee in the case of TP Inc., and is represented by Butler & Butler, LLP, as counsel. TRI-STAR ESTATES: Case Dismissed for Failure to File Amended Plan ----------------------------------------------------------------- Upon the motion of J.E. Robert Company, Inc., as special servicer for Wells Fargo Bank, N.A., as trustee for Banc of America Commercial Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1, the U.S. Bankruptcy Court for the Northern District of Illinois dismissed the Chapter 11 case of Tri-Star Estates, LLC, for failure to file an Amended Plan as ordered. As reported in the TCR on June 28, 2011, J.E. Robert Company Inc. explained that: -- the Debtor's proposed plan treats the trust's claim as fully secured despite the fact that the appraised value of the trust's collateral is less than half of the amounts owed to the trust by the Debtor; -- the trust is undersecured in the case, and that the unsecured portion of its claim renders the Debtor's proposed plan unconfirmable; -- the Debtor has yet to file a Statement of Financial Affairs which lists transfers to insiders made within one year prior to the Petition Date. The special servicer added that the Debtor's failure to disclose transfers to insiders in the one year prior to its bankruptcy filing appears to have been no oversight. About Tri-Star Estates Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a manufactured home community, consisting of approximately 900 sites located at 43 East 5000 North Road, Bourbonnais, Illinois. The Company filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-49360) on Nov. 3, 2010. The Debtor estimated assets and debts at $10 million to $50 million. No trustee, examiner or committee of unsecured creditors has been appointed to serve in the Debtor's Chapter 11 case. ULTIMATE ESCAPES: Seeks Approval on Settlement With Baker --------------------------------------------------------- BankruptcyData.com reports that Ultimate Escapes filed with the U.S. Bankruptcy Court separate motions for orders approving a settlement between Ultimate Escapes Holdings, Private Escapes Platinum Lucignano and George Thomas Baker and a settlement between Ultimate Escapes Holdings, Private Escapes Villa Cassia and George Thomas Baker. According to BData, Private Escapes Platinum Lucignano owns and wishes to sell to Mr. Baker the Italian properties knows as Rigo Salcio and Villa Cassia for $5,000 each in satisfaction of outstanding mortgage indebtedness owed by Private Escapes Platinum Lucignano to Mr. Baker. Under the settlements, both parties agree to settle all legal claims against each other without litigation or admission of liability on either side. The Court scheduled a hearing on the motions for Aug. 24, 2011. 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. WAGSTAFF PROPERTIES: Seeks More Time to File Consensual Plan ------------------------------------------------------------ Wagstaff Minnesota Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Minnesota to extend their exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until Dec. 31, 2011, and Feb. 29, 2012, respectively. The Debtor need more time to engage in plan negotiations with the parties-in-interest in the cases, including KFC Corporation, General Electric Capital Corporation and its affiliates, Perella Weinberg Partners Asset Based Value Master Fund I L.P. and its affiliates, and the Official Committee of Unsecured Creditors. These discussions with interested parties are necessary as they will provide the information necessary to prepare a disclosure statement and propose a plan that will have the support of all constituents, according to the Debtors. The Court will hold a hearing on the motion at 1:30 p.m. on Aug. 11. Objections, if any are due August 6. About Wagstaff Properties Hanford, California-based Wagstaff Properties LLC and its debtor- affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case No. 11-43074) on April 30, 2011. The cases are jointly administered with Wagstaff Minnesota Inc. (Bankr. Case No. 11-43073). Bankruptcy Judge Nancy C. Dreher presides the case. Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP represent the Debtor in their restructuring efforts. The debtors estimated assets and liabilities at $10 million to $50 million. WAGSTAFF PROPERTIES: Lease Decision Period Extended Until Nov. 25 ----------------------------------------------------------------- Wagstaff Minnesota Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Minnesota to extend until Nov. 25, 2011, the time to assume or reject unexpired non- residential real property leases. The Court will hold a hearing on the Debtors' request at 1:30 p.m. on Aug. 11, 2011. Objections, if any, are due Aug. 6, 2011. The Debtors operate 77 Kentucky Fried Chicken restaurant locations, each under separate non-residential real property leases. The leases are fundamental to the Debtors' operations. The Debtors relate that absent an order of the Court extending the time for assumption or rejection. Their 120-day period expires on Aug. 29, 2011. The Debtors are formulating their restructuring strategy and beginning to develop a viable joint plan of reorganization. Until this process is complete, the Debtors are unable to make an informed decision to assume or reject the Leases. About Wagstaff Properties Hanford, California-based Wagstaff Properties LLC and its debtor- affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case No. 11-43074) on April 30, 2011. The cases are jointly administered with Wagstaff Minnesota Inc. (Bankr. Case No. 11-43073). Bankruptcy Judge Nancy C. Dreher presides the case. Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP represent the Debtor in their restructuring efforts. The debtors estimated assets and liabilities at $10 million to $50 million. WARNER MUSIC: Suspending Filing of Reports with SEC --------------------------------------------------- Warner Music Group Corp. filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock. Pursuant to Rule 12h-3, the Company is suspending reporting because there is currently one holder of record of the common shares as of Aug. 2, 2011. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. Warner Music reported a net loss of $39 million on $682 million of revenue for the three months ended March 31, 2011, compared with a net loss of $28 million on $666 million of revenue for the same period during the prior year. The Company also reported a net loss of $57 million on $1.47 billion of revenue for the six months ended March 31, 2011, compared with a net loss of $44 million on $1.58 billion of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $3.61 billion in total assets, $3.87 billion in total liabilities and a $254 million in total deficit. * * * In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. WASHINGTON MUTUAL: Committee Objects to TPS Motion -------------------------------------------------- BankruptcyData.com reports that Washington Mutual's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the motion of the TPS consortium for "submission for inclusion in the record." According to BData, the objection asserts, "The place where the misleading nature of the TPS Ex. 301-B is most clear is in the set of columns on the far right side of the document, which purport to show a scenario of the FJR at 0.16%. Here, the TPS Consortium represents that the recoveries to the CCB and PIERS classes are 100% of their reduced claims. However, as shown in DX-375, in a scenario of the FJR at 1.95%, after applying contractual subordination, the PIERS recoveries drop to 36% of their pre- petition claims and 0% of their post-petition claims. When asked about the impact on CCB and PIERS recoveries with an assumed change in rate to 0.25%, Mr. Goulding testified that they would be badly affected. Goulding testimony, 7/14/2011 Tr. at 173:11-24. With the FJR at 0.16%, the recoveries for these junior classes would be even less. Indeed, if the TPS Consortium had offered a witness for TPS Ex. 301-B, our cross-examination would have shown that in this scenario the recoveries of the CCB class would be entirely wiped out." 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. WASHINGTON MUTUAL: Seeks OK for Pair of Securities Settlements -------------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that Washington Mutual Inc. asked a Delaware bankruptcy judge on Tuesday for permission to ink a pair of settlements resolving securities class actions brought by Flaherty & Crumrine Preferred Income Fund Inc., Monterey County Investment Pool and San Buenaventura, Calif. If the deals are approved, Law360 notes, WMI will pay San Buenaventura and Monterey County $4.25 million to resolve their securities class action, according to a motion. Flaherty & Crumrine will get $4.2 million to drop its claims that WMI made misleading statements in connection with securities offerings. 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. WHITESTONE HOUSTON: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Whitestone Houston Land, Ltd. 13455 Noel Road, Suite 2300 Dallas, TX 75240 Bankruptcy Case No.: 11-42400 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by John Marlin of MA-BBO Five Holdings, LLC, manager. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- MA BB Owen LP 11-40645 02/28/11 WICHITA FALLS: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Wichita Falls SSA Ltd. 1335 Steeple Chase Lane Aledo, TX 76008 Bankruptcy Case No.: 11-44402 Chapter 11 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Jeffrey R. Erler, Esq. BELL NUNNALLY & MARTIN, LLP 3232 McKinney Avenue, Suite 1400 Dallas, TX 75204 Tel: (214) 740-1490 Fax: (214) 740-1499 E-mail: jeffe@bellnunnally.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txnb11-44402.pdf The petition was signed by Kenneth Gilbert. WINDSTREAM CORP: Fitch Says Ratings Unaffected by PAETEC Sale ------------------------------------------------------------- Fitch Ratings believes Windstream Corporation's proposed acquisition of PAETEC Holding Corp. (PAETEC) in a transaction valued at approximately $2.3 billion will not affect its ratings. Windstream's Issuer Default Rating (IDR) is 'BB+', and the Rating Outlook is Stable. Fitch believes the proposed acquisition is consistent with its current rating rationale regarding Windstream, which incorporates the diversification of revenues and cash flow through the expansion of its business services revenue base. In addition, Windstream is using a material proportion of equity to finance the transaction, as it has with respect to other recent acquisitions, thus minimizing the effect on its credit profile. Fitch estimates that prior to synergies, the acquisition will increase leverage approximately 0.1 times (x) upon closing. PAETEC provides telecom services to business customers through a 100,000 route mile nationwide fiber optic network and the operation of 20 data centers. The transaction complements Windstream's acquisitions over the past two years in business services, which have included providers of competitive local exchange services, data hosting services and fiber optic transport services. The transaction will be all-stock, consisting of approximately $900 million of Windstream equity. PAETEC has approximately $1.4 billion outstanding in net debt, including $650 million of senior secured notes and $750 million of senior unsecured notes. Windstream will assume the notes, but to address the potential change of control provisions in PAETEC's notes, Windstream has obtained $1.1 billion in financing commitments which, in combination with capacity on its revolving credit facility, would enable Windstream to refinance the notes if necessary. In connection with the transaction, Windstream is seeking certain amendments to its credit facility, and if obtained, the company would guarantee the PAETEC notes upon the consummation of the transaction. The transaction is expected to close in approximately six months. Windstream's ratings incorporate expectations for the company to generate strong operating and free cash flows and to have access to ample liquidity. Fitch's principal concern is the effect of competition for consumer voice services on the company's operations, a factor being diminished by recent transactions. There is some risk regarding the integration of the PAETEC acquisition, but in Fitch's view the risk is likely to be modest, owing to the company's experience with acquiring and incorporating small- and medium-sized acquisitions. PAETEC's EBITDA (pro forma for acquisitions) was approximately $356 million over the last 12 months ended March 31, 2011. Following the acquisition, Windstream expects to realize approximately $100 million in annual synergies by the third year of the transaction. Excluding the PAETEC acquisition, which may not close until early 2012, Fitch estimates Windstream's 2011 leverage will approximate 3.4 times (x), at the upper end of the company's 3.2x to 3.4x historical range. Fitch's prior expectations for leverage in 2012 reflected a modest 0.2x decline in leverage; excluding $50 million in operating integration costs, Windstream's leverage in 2012 could still decline slightly. On March 31, 2011, Windstream had $690 million available on its $1.25 billion revolver (due December 2015) and $36 million of cash on its balance sheet. In March 2011, the capacity of Windstream's revolving credit facility was increased to $1.25 billion from $750 million. Principal financial covenants in Windstream's secured credit facilities require a minimum interest coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. There are limitations on capital spending, and the dividend is limited to the sum of excess free cash flow and net cash equity issuance proceeds subject to pro forma leverage of 4.5x or less. Maturities for the 12 month periods ending in March 31, 2012 and 2013 approximate $138 million and $44 million, respectively. In Fitch's view, free cash flow will be sufficient to repay maturing debt. Fitch expects free cash flow for Windstream to be in the $350 million to $450 million range in 2011. Capital spending is expected to rise in 2011 to a range of $520 million to $580 million from $415 million in 2010. WINDSTREAM CORP: S&P Affirms 'BB-' CCR on PAETEC Acquisition ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB-'corporate credit rating and 'BB+' senior secured debt rating on Little Rock, Ark.-based telecommunications service provider Windstream Corp. The outlook is stable. "At the same time, we placed Windstream's 'B+' senior unsecured issue rating on CreditWatch with negative implications," S&P said. These actions follow the company's announcement that it entered into a definitive agreement to acquire Rochester, N.Y.-based competitive local exchange carrier (CLEC) PAETEC Holding Corp. in a stock-based transaction valued at $2.3 billion. "The CreditWatch placement of the senior unsecured debt is based on our expectations that the company plans to put in place an unsecured downstream guarantee on PAETEC's debt," S&P related. "We are also placing the ratings on PAETEC, including the 'B' corporate credit rating, on CreditWatch with positive implications. The 'B' issue-level rating on the company's $100 million senior secured term loan and $125 million revolver are not on CreditWatch as we expect that debt will be repaid if the transaction closes, most likely in the first quarter of 2012, due to the change of control provision in the loan agreement," S&P related. As part of the transaction, PAETEC's shareholders will receive 0.460 shares of Windstream stock for each PAETEC share. Windstream expects to issue about 73 million shares of stock valued at about $891 million. The company plans refinance PAETEC's $100 million term loan and to seek a change of control waiver for $1.4 billion of PAETEC's senior secured and unsecured notes. However, it also has a $1.1 billion bridge facility if it does not get the waiver. "The ratings affirmation reflects our view that pro forma adjusted leverage of about 3.9x is still supportive of an aggressive financial risk profile," said Standard & Poor's credit analyst Allyn Arden. "Leverage is only modestly higher than the 3.7x for Windstream on a stand-alone basis although still in line with the 'BB' rating category. However, we now view the business risk profile of the combined company as weak compared with our fair business profile assessment prior to the announced transaction. As a result, achievement of a higher rating would necessitate a more significant improvement in leverage to around 3x." WIRELESS STORE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Wireless Store, LLC 315 Peck Street New Haven, CT 06513 Bankruptcy Case No.: 11-22306 Chapter 11 Petition Date: August 1, 2011 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: Chris R. Nelson, Esq. PARRETT PORTO PARESE & COLWELL PC 2319 Whitney Avenue Suite 1-D Hamden, CT 06518 Tel: (203) 281-2700 Fax: (203) 281-0700 E-mail: cnelson@pppclaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb11-22306.pdf The petition was signed by Joseph Kobylak, member. WORLDSPAN MARINE: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Petitioner: John McEwon Steven Barnett Chapter 15 Debtor: Worldspan Marine Inc. aka Crescent Custom Yachts Inc. Queenship Marine Industries Ltd. 27222 Developments Ltd. Composite FRP Products Ltd. Boale Wood & Company Ltd. 27222 Lougheed Highway Maple Ridge BC V2W 1M4 Outside U. S. Canada Chapter 15 Case No.: 11-19184 Type of Business: The Debtor provides yacht design and construction services. Chapter 15 Petition Date: August 1, 2011 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtor's Counsel: Mary Jo Heston, Esq. LANE POWELL PC 1420 5th Avenue, Suite 4100 Seattle, WA 98101 Tel: (206) 223-7000 E-mail: hestonm@lanepowell.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. * Guggenheim Venture Partners Spins Out as Alara Capital -------------------------------------------------------- Dow Jones' DBR Small Cap reports that Guggenheim Venture Partners said it has spun out of financial services firm Guggenheim Partners LLC as an independent investor focused on distressed venture opportunities called Alara Capital. * Personal Bankruptcy Filings Decline by More Than 5% in July ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that consumer bankruptcies declined 5% in July, from a month earlier, the latest in a series of signs that the worst of the bankruptcy-filing boom has passed. * S&P Gives 'BBpi' Counterparty Credit Ratings on 6 Insurers ------------------------------------------------------------ Standard & Poor's Ratings Services assigned counterparty credit and financial strength ratings bearing a 'pi' subscript to 14 U.S. property/casualty insurers. At the same time, Standard & Poor's took various rating actions on 110 U.S. property/casualty insurers with ratings bearing a 'pi' subscript, based on statutory financial data for the year ending Dec. 31, 2010. Standard & Poor's North American Insurance Ratings has realigned its coverage of property/casualty insurers in the U.S. with ratings bearing the 'pi' subscript. "The goal of this realignment is to enhance the value of these ratings to the marketplace by adding coverage on several larger insurance groups not currently covered and for which we believe there is market interest in a rating, while reducing the coverage of smaller companies," S&P related. "We will maintain 'pi' ratings on U.S.-based property/casualty insurance groups with at least $500 million in net earned premiums (NEP) in 2010 that we do not rate interactively. Therefore, we have assigned ratings bearing the 'pi' subscript to 10 groups (14 legal entities) that were previously unrated but meet this threshold. In addition, we took various rating actions and subsequently withdrew ratings on 59 groups (110 rated legal entities) that do not reach this scale," S&P said. Including interactively rated companies, Standard & Poor's rates insurers covering approximately 90% of the U.S. property/casualty insurance market (based on NEP) and 95% of the U.S. life insurance market (based on total assets). "Continuing our existing practice, we will not assign ratings with a 'pi' subscript to U.S. subsidiaries or affiliates of interactively rated insurers, regardless of company size," S&P said. "Of the 14 companies to which we assigned new ratings, three are rated 'Api'; five are rated 'BBBpi'; and six are rated 'BBpi'," S&P related. Standard & Poor's affirmed its ratings on 97 companies, raised its ratings on 11 companies, and lowered its ratings on two companies, all of which were subsequently withdrawn because their premium volumes fall below the scale threshold. Of these, 9% had been rated 'Api'; 59% 'BBBpi'; 26% 'BBpi'; 2% 'Bpi'; and 4% 'CCCpi'. Unsolicited ratings are credit ratings assigned at the initiative of Standard & Poor's and not at the request of the issuer or its agents. Ratings with a 'pi' subscript are based on an analysis of an insurer's published financial information and additional information in the public domain. They do not reflect in-depth meetings with an insurer's management and are therefore based on less-comprehensive information than ratings without a 'pi' subscript. Ratings with a 'pi' subscript are typically reviewed annually based on the most recently available financial statements but might be reviewed on an interim basis if a major event occurs that could affect the insurer's financial security. These ratings are not subject to potential CreditWatch listings, and they generally are not modified with "plus" or "minus" designations. Ratings List New Rating Alfa Mutual Insurance Co. (Unsolicited Ratings) Alfa Mutual Fire Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi New Rating Amica Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api New Rating Central Mutual Insurance Co. (Unsolicited Ratings) All America Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi New Rating American Family Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi New Rating Arbella Mutual Insurance Co. (Unsolicited Ratings) Arbella Protection Insurance Co. Inc. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi New Rating Farm Bureau Property & Casualty Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi New Rating NGM Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api New Rating North Carolina Farm Bureau Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api New Rating Palisades Safety & Insurance Assoc. (Unsolicited Ratings) High Point Preferred Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi New Rating West Bend Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Ratings Affirmed American Agricultural Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From American Agricultural Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed American Interstate Ins Co. of TX (Unsolicited Ratings) Silver Oak Casualty Inc. (Unsolicited Ratings) American Interstate Insurance Co. of GA (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api Withdrawn To From American Interstate Ins Co. of TX (Unsolicited Ratings) Silver Oak Casualty Inc. (Unsolicited Ratings) American Interstate Insurance Co. of GA (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Api Financial Strength Rating Local Currency NR Api Upgraded To From American Safety Casualty Insurance Co. (Unsolicited Ratings) American Safety Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Bpi Financial Strength Rating Local Currency BBpi Bpi Withdrawn To From American Safety Casualty Insurance Co. (Unsolicited Ratings) American Safety Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed American Safety RRG Inc. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Bpi Financial Strength Rating Local Currency Bpi Withdrawn To From American Safety RRG Inc. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Bpi Financial Strength Rating Local Currency NR Bpi Upgraded To From American Transit Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Bpi CCCpi Financial Strength Rating Local Currency Bpi CCCpi Withdrawn To From American Transit Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Bpi Financial Strength Rating Local Currency NR Bpi Ratings Affirmed Amerisure Insurance Co. (Unsolicited Ratings) Amerisure Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Amerisure Insurance Co. (Unsolicited Ratings) Amerisure Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed AmGUARD Insurance Co. (Unsolicited Ratings) NorGUARD Insurance Co. (Unsolicited Ratings) EastGUARD Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From AmGUARD Insurance Co. (Unsolicited Ratings) NorGUARD Insurance Co. (Unsolicited Ratings) EastGUARD Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed California Capital Insurance Co. (Unsolicited Ratings) Monterey Insurance Co. (Unsolicited Ratings) Eagle West Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api Withdrawn To From California Capital Insurance Co. (Unsolicited Ratings) Monterey Insurance Co. (Unsolicited Ratings) Eagle West Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Api Financial Strength Rating Local Currency NR Api Upgraded To From California Casualty Indemnity Exchange (Unsolicited Ratings) California Casualty Insurance Co. (Unsolicited Ratings) California Casualty General Insurance Co. (Unsolicited Ratings) California Casualty Compensation Insurance (Unsolicited Ratings) California Casualty & Fire Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi BBpi Financial Strength Rating Local Currency BBBpi BBpi Withdrawn To From California Casualty Indemnity Exchange (Unsolicited Ratings) California Casualty Insurance Co. (Unsolicited Ratings) California Casualty General Insurance Co. (Unsolicited Ratings) California Casualty Compensation Insurance (Unsolicited Ratings) California Casualty & Fire Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Downgraded To From Canal Insurance Co. (Unsolicited Ratings) Canal Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi BBBpi Financial Strength Rating Local Currency BBpi BBBpi Withdrawn To From Canal Insurance Co. (Unsolicited Ratings) Canal Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Celina Mutual Insurance Co. (Unsolicited Ratings) West Virginia Farmers Mutual Insurance Assoc. (Unsolicited Ratings) National Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Celina Mutual Insurance Co. (Unsolicited Ratings) West Virginia Farmers Mutual Insurance Assoc. (Unsolicited Ratings) National Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Church Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Church Mutual Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Connecticut Medical Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn Connecticut Medical Insurance Co. (Unsolicited Ratings) To From Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Continental Heritage Insurance Co. (Unsolicited Ratings) Evergreen National Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Continental Heritage Insurance Co. (Unsolicited Ratings) Evergreen National Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Copic Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Copic Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Crusader Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Crusader Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Cumberland Mutual Fire Insurance Co. (Unsolicited Ratings) Cumberland Insurance Co. Inc. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Cumberland Mutual Fire Insurance Co. (Unsolicited Ratings) Cumberland Insurance Co. Inc. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Danielson National Insurance Co. (Unsolicited Ratings) National American Insurance Co. of CA (Unsolicited Ratings) Counterparty Credit Rating Local Currency CCCpi Financial Strength Rating Local Currency CCCpi Withdrawn To From Danielson National Insurance Co. (Unsolicited Ratings) National American Insurance Co. of CA (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR CCCpi Financial Strength Rating Local Currency NR CCCpi Ratings Affirmed Dentists Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Dentists Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Developers Surety & Indemnity Co. (Unsolicited Ratings) Indemnity Co. of CA (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Developers Surety & Indemnity Co. (Unsolicited Ratings) Indemnity Co. of CA (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Donegal Mutual Insurance Co. (Unsolicited Ratings) Southern Insurance Co. of VA (Unsolicited Ratings) Atlantic States Insurance Co. (PA) (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Donegal Mutual Insurance Co. (Unsolicited Ratings) Southern Insurance Co. of VA (Unsolicited Ratings) Atlantic States Insurance Co. (PA) (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Employers Preferred Ins Co (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Employers Preferred Ins Co (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Farmers Automobile Insurance Assoc. (Unsolicited Ratings) Pekin Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Farmers Automobile Insurance Assoc. (Unsolicited Ratings) Pekin Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed Federated National Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency CCCpi Financial Strength Rating Local Currency CCCpi Withdrawn To From Federated National Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR CCCpi Financial Strength Rating Local Currency NR CCCpi Ratings Affirmed Federated Rural Electric Insurance Exchange (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api Withdrawn To From Federated Rural Electric Insurance Exchange (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Api Financial Strength Rating Local Currency NR Api Ratings Affirmed Farm Bureau Mutual Insurance Co. of ID (Unsolicited Ratings) Counterparty Credit Rating Local Currency Api Financial Strength Rating Local Currency Api Withdrawn To From Farm Bureau Mutual Insurance Co. of ID (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR Api Financial Strength Rating Local Currency NR Api Ratings Affirmed Farm Bureau Mutual Insurance Co. of MI (Unsolicited Ratings) Farm Bureau General Insurance Co. of MI (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Farm Bureau Mutual Insurance Co. of MI (Unsolicited Ratings) Farm Bureau General Insurance Co. of MI (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Farmers Alliance Mutual Insurance Co. (Unsolicited Ratings) Alliance Insurance Co. Inc. (Unsolicited Ratings) Alliance Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBpi Financial Strength Rating Local Currency BBpi Withdrawn To From Farmers Alliance Mutual Insurance Co. (Unsolicited Ratings) Alliance Insurance Co. Inc. (Unsolicited Ratings) Alliance Indemnity Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi Ratings Affirmed Farmers Mutual Hail Insurance Co. of Iowa (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From Farmers Mutual Hail Insurance Co. of Iowa (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed First Financial Insurance Co. (Unsolicited Ratings) Guilford Insurance Co. (Unsolicited Ratings) Burlington Insurance Co. (Unsolicited Ratings) Alamance Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From First Financial Insurance Co. (Unsolicited Ratings) Guilford Insurance Co. (Unsolicited Ratings) Burlington Insurance Co. (Unsolicited Ratings) Alamance Insurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBBpi Financial Strength Rating Local Currency NR BBBpi Ratings Affirmed First Professionals Insurance Co. (Unsolicited Ratings) Intermed Insurance Co. (Unsolicited Ratings) Interlex Insurance Co. (Unsolicited Ratings) Anesthesiologists' Professional Assurance Co. (Unsolicited Ratings) Counterparty Credit Rating Local Currency BBBpi Financial Strength Rating Local Currency BBBpi Withdrawn To From First Professionals Insurance Co. (Unsolicited Ratings) Intermed Insurance Co. (Unsolicited Ratings) Interlex Insurance Co. 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(Unsolicited Ratings) Counterparty Credit Rating Local Currency NR BBpi Financial Strength Rating Local Currency NR BBpi This unsolicited rating(s) was initiated by Standard & Poor's. It may be based solely on publicly available information and may or may not involve the participation of the issuer. Standard & Poor's has used information from sources believed to be reliable based on standards established in S&P's Credit Ratings Information and Data Policy but does not guarantee the accuracy, adequacy, or completeness of any information used. * Conway MacKenzie Garners Three Industry Awards ------------------------------------------------ Conway MacKenzie, a consulting firm specializing in turnaround and crisis management, transaction advisory, litigation support and valuation and forensic analysis services, is the proud recipient of three industry awards. The Firm has also been recognized as a top workplace in Atlanta and Chicago. "Conway MacKenzie is committed to providing superior results to clients. To be recognized with these awards is a great honor and a testament to the commitment of the employees of the Firm who go above and beyond on each engagement," said Van Conway, Chief Executive Officer of Conway MacKenzie. The Firm has been recognized with the following awards: Turnaround Firm of the Year, The M&A Advisor: This award is given based on many factors including the Firm's performance on behalf of clients, as well as general attributes that differentiate Conway MacKenzie from other restructuring companies. Successful engagements that led to Conway MacKenzie being chosen as the "Turnaround Firm of the Year" included Greektown Casino-Hotel, Finger Furniture, Neenah Enterprises and J.T. Packard. Additionally, Conway MacKenzie expanded its staff and geographical presence with the launch of a Los Angeles office and several strategic additions to the Firm's other seven domestic offices. Turnaround of the Year ($100 Million+) for DavCo Restaurants, Inc., The Global M&A Network: Conway MacKenzie led DavCo, one of the world's largest franchisees of Wendy's restaurants, through its operational restructuring and refinancing. Middle Market Turnaround Consulting Firm of the Year, The Global M&A Network: The Firm was selected as the "Middle Market Turnaround Consulting Firm of the Year" due to its role in the restructuring of Neenah Enterprises, a $300 Million producer of foundry and forging products, as well as for its advisory and interim management role in the sale of J.T. Packard, a provider of preventative maintenance and emergency services for uninterruptable power supply equipment. 101 Best and Brightest Companies to Work For, Atlanta and Chicago, National Association for Business Resources: Conway MacKenzie's commitment to providing and supporting a superior work culture and environment in each of its offices was recognized by the National Association for Business Resources for its performance across several key areas, including but not limited to: communication, community initiatives, compensation and benefits, diversity and multiculturalism, recognition and retention, recruitment and selection and work-life balance. Conway MacKenzie, Inc. -- http://www.ConwayMacKenzie.com-- is an international consulting firm specializing in turnaround and crisis management, transaction advisory, litigation support, and valuation and forensic advisory services. The firm is headquartered in Detroit, Michigan and has offices in Houston, Dallas, Atlanta, Chicago, Dayton, Frankfurt, London, Los Angeles and New York. * BOOK REVIEW: Fraudulent Conveyances ------------------------------------- Author: Orlando F. Bump Publisher: Beard Books, Washington, D.C. 2000 (reprint of book first published in 1872 by Orlando F. Bump). 657 pages. Price: $34.95 trade paper, ISBN 1-893122-78-6. The book is a legal classic for adding American law on fraudulent conveyances up to the 1870s when it first appeared to English law going back much further; which in turn grew out of Roman law. Bump's first chapter on the history of such law will be of interest to readers looking for this perspective; though the large bulk of the content is a meticulous, lawyerly organization and expounding of the many facets of the law on fraudulent conveyances as this has formed over centuries. As Bump notes, this area of law has a larger number of "opposing authorities...than can be found in any other branch of the law." In order to keep the treatment as simple as possible while still being true to its many facets and opposing authorities and relevant to legal practice of readers for whom it is intended, the author takes fraudulent conveyances as a part of common law. "This work simply considers the subject as it was at common law with the remedies afforded by the common law." Bump's treatment thus does not go into criminal law or law with reference to statutes. Though statutes regarding fraudulent conveyances have been passed in each state, these statutes have basically copied Elizabethan Anglo- Saxon law and have "always been considered as merely declaratory of the common law." Since there is thus no wide or radical difference between common law and state statutes concerning fraudulent conveyance, nearly all of Bump's work bears as well on law associated with the statutes. He brings this up in the work's Preface so readers will understand the framework by which he treats the subject. In the regular text, Bump does not take up state fraudulent conveyance statutes except where ones vary from the common law "to warn the practitioner [reader] that the text is not applicable to his particular State." The author does not however discuss grounds for this variance between a state's statutes and common law. Bump begins the voluminous study with definitions at the foundation of fraudulent conveyance. Fraudulent conveyances are all transfers made "to the end, purpose, and intent to delay, hinder, or defraud creditors." Whether a conveyance to a creditor is fraudulent is determined by the three "points" (as the author calls them) of intent, the consideration, and the bona fides of the transfer. Consideration generally refers to the right of the debtor to use certain property or other assets to settle a debt. Bona fide means that the debtor was not given the property, loan, etc., fraudulently by the creditor. From the basics of the definitions, Bump moves on to the many facets of this area of law dealing with circumstances in all types of human relationships. Not only business dealings, but transactions establishing a debtor-creditor relationship between members of a family, neighbors, governments, and just about any two legally recognized parties are covered by the law of fraudulent conveyances. Subsequent creditors, ambiguous contracts, and determining the value of property to pay debts are all factors bringing complications to such law which Bump systematically takes up. Though the book was written in the mid latter 1800s, since the basics of the law of fraudulent conveyances have not changed much since then--or from when such law was formulated for that matter-- Bump's work remains relevant and educating for anyone from lawyers to businesspersons to lay persons interested in the topic. A detailed index running close to 50 pages takes readers to specific topics of this involved legal subject. ********* 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, 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 ***