/raid1/www/Hosts/bankrupt/TCR_Public/120328.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 28, 2012, Vol. 16, No. 87
Headlines
10717 LLC: Case Summary & 10 Largest Unsecured Creditors
1701 COMMERCE: Files for Chapter 11 in Ft. Worth
1701 COMMERCE: Case Summary & 20 Largest Unsecured Creditors
22 COLT: Case Summary & 2 Largest Unsecured Creditors
742 TERRACE: Voluntary Chapter 11 Case Summary
900 MEDINA: Case Summary & 6 Largest Unsecured Creditors
AGE REFINING: Ch. 11 Trustee Wants Release from Duties and Bond
AGE REFINING: Court Approves Disclosure Statement Withdrawal
AHERN RENTALS: Seeks Aug. 20 Extension of Plan Filing Period
AIR CANADA: S&P Puts 'B-' Corp. Credit Rating on Watch Negative
AIRCASTLE LIMITED: Moody's Rates Senior Unsecured Notes 'Ba3'
ALL SMILES: Case Summary & 8 Largest Unsecured Creditors
ALLIANT TECHSYSTEMS: Moody's Issues Summary Credit Opinion
AMERICAN AIRLINES: India OKs AA Code on British Airways Flights
AMERICAN CONSOLIDATED: Court Confirms Reorganization Plan
AMERICAN MEDIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
API TECHNOLOGIES: S&P Affirms 'B+' Corporate Credit Rating
APPALACHIAN OIL: May Recoup $92K of Payments to Kentucky Lottery
ARCHWAY HOMES: Case Summary & 20 Largest Unsecured Creditors
ARROW ELECTRONICS: Moody's Issues Summary Credit Opinion
ASHLAND INC: Moody's Issues Summary Credit Opinion
AUSTIN CONSTRUCTION: Case Summary & 7 Largest Unsecured Creditors
AZURE DYNAMICS: Commences CCAA Proceedings
AZURE DYNAMICS: Files Chapter 15 Petition
AZURE DYNAMICS: Chapter 15 Case Summary
BASS PRO: Moody's Affirms Ba3 Corp. Family Rating; Outlook Stable
BASS PRO: S&P Affirms 'BB-' Rating on $896 Million Term Loan B
BATLA FOOD: Case Summary & 20 Largest Unsecured Creditors
BEEBE MEDICAL: Moody's Affirms 'Ba3' LT Bond Rating, Outlook Neg
BERNARD L. MADOFF: Judge Quashes Challenge to $7-Bil. Picower Deal
BERNARD L. MADOFF: Fund Drops $900MM Ernst & Young Negligence Suit
BEYOND OBLIVION: Judge Approves $4-Mil. Asset Sale to Gee Beyond
BLUE SPRINGS: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Moody's Lifts Corp. Family Rating to Caa1
CAO HOLDINGS: Case Summary & Largest Unsecured Creditor
CDC CORP: Court OKs Sale of CDC Software to Vista Unit for $250MM
CDC CORP: Wants Settlement Resolving Evolution Dispute Approved
CENGAGE LEARNING: Moody's Rates $575MM Senior Secured Notes 'B2'
CENTAUR HOLDINGS: S&P Ups $180-Mil. Secured Credit Rating to 'BB-'
CHARLES STREET: Seeks Court's Okay to Continue Pay Wages
CHARLES STREET: Auctioneer Resets Auction to July 19
CHEF SOLUTIONS: Authorized to Expand PwC's Scope of Employment
CHEF SOLUTIONS: Plan Confirmation Hearing Set for April 26
CHRIST HOSPITAL: PBGC Takes Over Pension Plan
CHURCH STREET: Gets Final Approval for $12MM DIP Loan
CLIFFS COMMUNITIES: Keowee Falls Taps Levy Law as Counsel
CNG PROPERTIES: Case Summary & Largest Unsecured Creditor
COLONIAL GOLF: Businessmen to Back Chapter 11 Plan
COLORADO ALTITUDE: Hypoxico Fails in Bid to Prohibit Cash Use
COMMERCE PARK: Voluntary Chapter 11 Case Summary
COMMUNITY MEMORIAL: Court Approves Sale to McLaren Health
COMVERGE INC: Enters Into Definitive Deal to be Acquired by H.I.G.
CONTRACT RESEARCH: Case Summary & 30 Largest Unsecured Creditors
COO COO'S NEST: Case Summary & Largest Unsecured Creditor
CUSTER ROAD: Wants to Hire Ross Helbing as Appraiser
CUSTER ROAD: Files Schedules of Assets and Liabilities
D&D DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
DC & R INC: Seeks Chapter 11 Bankruptcy Protection in St. Paul
DELTA PETROLEUM: Wants to Amend DIP Credit Agreement
DELTA PETROLEUM: S&P Withdraws 'D' Corporate Credit Rating
DETROIT, MI: Court Clears Way for Rescue Pact for Detroit
DEX ONE: S&P Cuts Corporate Credit Rating to 'D' After Repurchase
DGMLK LLC: Voluntary Chapter 11 Case Summary
DI SAFFORD: Voluntary Chapter 11 Case Summary
DIAMOND FOODS: Has Forbearance with Lenders Until June 18
DIVERSAPACK OF MONROE: Meeting to Form Creditors' Panel Friday
DIVERSAPACK OF MONROE: Case Summary & Creditors List
EASTMAN KODAK: Taps Brinks Hofer for ITC Suit vs. Apple, Samsung
EASTMAN KODAK: April 26 Auction for Kodak Gallery Assets Approved
EASTMAN KODAK: Refutes Objections to End of Retiree Benefits
EASTMAN KODAK: Ruling on Retiree Panel to Precede Termination
EL CENTRO MOTORS: Case Summary & 10 Largest Unsecured Creditors
ELIZABETH ARDEN: S&P Raises Corporate Credit Rating to 'BB-'
EMPIRE LAND: Trustee Seek Sanction Against Ex-CEO, Attorneys
FASTSHIP INC.: Meeting to Form Creditors' Panel on Friday
FILENE'S BASEMENT: Seeks Court's Approval of Sale Procedures
FIRSTFED FINANCIAL: Files First Amended Chapter 11 Plan
FMS REALTY: Case Summary & 2 Largest Unsecured Creditors
FREEDOM STEEL: Case Summary & 10 Largest Unsecured Creditors
FRENCHAROMA IMPORTS: Case Summary & 20 Largest Unsecured Creditors
FULLER BRUSH: Committee Hires Kelley Drye as Counsel
GLOBAL AVIATION: Committee Taps Imperial Capital as Fin'l Advisor
GLOBAL AVIATION: Committee Taps Lowenstein Sandler as Counsel
GLOBAL AVIATION: Ford & Harrison Ok'd to Handle Labor Issues
GLOBAL AVIATION: Kurtzman Carson OK'd as Administrative Agent
GLOBAL AVIATION: Pachulski Stang Approved as Conflicts Counsel
GOLF RESORT: Court Converts Case to Chapter 7 Liquidation
GORDIAN MEDICAL: Taps Abernathy as Communications Consultant
GORDIAN MEDICAL: Has Until April 8 to File Schedules & Statement
GRAMPA'S RESTAURANTS: Case Summary & 7 Largest Unsecured Creditors
GRAND RIVER: Can Use Fifth Third Cash Collateral Until April 10
GRAND RIVER: Committee Taps BBK as Financial Consultant
GRAND RIVER: Settles Lien Foreclosure Action for $9,500
GRAND RIVER: Hires Signature Associates as Real Estate Broker
HARRON COMMUNICATIONS: S&P Puts 'B' Corp. Credit Rating on Watch
HUNTER FAN: Moody's Upgrades 1st Lien Facility Rating to 'B1'
INDUSTRIAL FIREDOOR: Meeting to Form Creditors' Panel on April 5
INTERNATIONAL RARITIES: SEC Sues Owner for Duping Investors
JEFFERSON COUNTY: Bank Creditors to Appeal Largest-Ever Ch. 9
JOHN ALLEN: District Court Affirms Chapter 11 Trustee Ruling
KINGS PROFESSIONAL: Stake in Basketball Club May Be Auctioned
LAMACHY'S VILLAGE: Case Summary & 7 Largest Unsecured Creditors
LANTHEUS MEDICAL: Moody's Says New BVL Deal Is Credit Positive
LEHMAN BROTHERS: Dimond Kaplan Notes of FINRA Arbitration Claims
LEHMAN BROTHERS: Implements New Corporate Structure
LIONS GATE: Moody's Says B2 CFR Well Positioned in Upgrade Review
LOS ALAMOS: Voluntary Chapter 11 Case Summary
LOS ANGELES DODGERS: MLB Wants Dodgers' Ch. 11 Plan Amended
LOS ANGELES DODGERS: Has Deal With Beaten Fan on Bankr. Claim
LSP ENERGY: Siemens Energy, et al., Want to be Consulting Party
LSP ENERGY: Court Approves Bidding Procedures
MOBERLY INDUSTRIAL: S&P Lowers Ratings on Annual Bonds to 'D'
MOO & OINK: Court Dismisses Former Employee's Lawsuit
MORTGAGES LTD: Quarles Must Face Claims It Aided Securities Fraud
NEBRASKA BOOK: Gets OK for Amended and Restated Plan Support Deal
NEWPAGE CORP: Proposes Settlement Agreement with Plum Creek
NEXTEL COMMS: Moody's Withdraws 'B1' Ratings on Sr. Unsec. Bonds
NORLIN CORPORATION: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Judge Trims Affiliates' Claims to $9BB From Sale
OCEAN PLACE: UCC Becomes New Owner of Resort and Spa
OPPENHEIMER HOLDINGS: S&P Affirms 'B+' Issuer Credit Rating
PILOT TRAVEL: S&P Ups Corp. Credit Rating to 'BB+'; Outlook Stable
PJCOMN ACQUISITION: Sells 28 Outlets to Papa John's; 8 to PJ Ops
REDPRAIRIE CORP: S&P Ups Sr. Sec. Credit Facility Rating to 'BB-'
RICHARD EDWARD LETOURNEAU: May Use $15K of Estate Funds
ROBERT F. YOUNGBLOOD: Court Won't Extend Stay to Principals
SAHARA-WALNUT LLC: Case Summary & 2 Largest Unsecured Creditors
SAI FLORA: Case Summary & 9 Largest Unsecured Creditors
SALEM COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
SEASIDE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
SORT-RITE INTL: Case Summary & 20 Largest Unsecured Creditors
SOUTH CLAREMONT: Voluntary Chapter 11 Case Summary
SOUTH MOUNTAIN: Voluntary Chapter 11 Case Summary
SOLYNDRA LLC: Committee Inks Deal Extending Challenge Period
SQUARETWO FINANCIAL: S&P Affirms 'B' Issue Credit & Notes Ratings
SUNGARD DATA: S&P Rates $905-Mil. Extended Term Loan 'BB'
SUSIE'S SALOON: Case Summary & 20 Largest Unsecured Creditors
TAXMASTERS INC: Two Affiliates Filed for Chapter 7
THELEN LLP: 15 Former Partners Settle Trustee's Contract Claims
THINES LLC: M&T Bank Gets More Time to Respond to Claim Objection
TOYS 'R' US: S&P Gives 'B+' Rating on $300 Million Term Loan
TRAILER BRIDGE: Emerges From Chapter 11 Bankruptcy Protection
VANGUARD NATURAL: Moody's Rates Sr. Notes Caa1, Assigns B2 CFR
VERSO PAPER: Moody's Assigns 'Ba2' Rating to New ABL Facility
VERTIS INC: 15 Months From Ch.22 Exit Moody's Cuts CFR to 'Caa1'
VITRO SAB: Affiliates Responsible for $1BB in Debt, Judge Rules
WASHINGTON MUTUAL: Plea to Reconsider Plan Confirmation Denied
WASHINGTON MUTUAL: Court OKs Estimated Maximum of Equity Interests
WAVE2WAVE COMMUNICATIONS: Section 341(a) Meeting Set for March 28
U.S. EAGLE: Court OKs Sale of Eagle One's Personal Property
U.S. EAGLE: March 5 Order Authorizing Cash Collateral Use Vacated
U.S. EAGLE: Plan Outline Hearing Scheduled for April 17
U.S. EAGLE: Taps Lee & Associates as Fullerton Property Broker
UNITED RETAIL: Landlords Object to Proposed Sale to Versa Capital
WAVE2WAVE COMMUNICATIONS: Wants to Hire Cole Schotz as Counsel
WAVE2WAVE COMMUNICATIONS: Five-Member Creditors Committee Formed
WAVE2WAVE COMMUNICATIONS: Hires J.H. Cohn as Financial Advisor
WAVE2WAVE COMMUNICATIONS: Taps KCC as Claims and Noticing Agent
WAVE2WAVE COMMUNICATIONS: Taps Mintz Levin as Special Counsel
WAVE2WAVE COMMUNICATIONS: Has Until April 1 to File Schedules
WAVE2WAVE COMMUNICATIONS: IPC Agrees Not to Discontinue Services
WILD GOOSE: Case Summary & 5 Largest Unsecured Creditors
* Adversary Cases Rise Amid Drop in 2011 Bankruptcy Filings
* Timothy Bennett Joins Clifford Chance's N.Y. Trading Practice
* Upcoming Meetings, Conferences and Seminars
*********
10717 LLC: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 10717 LLC
1164 Manhattan Avenue, Suite 100
Brooklyn, NY 11222
Bankruptcy Case No.: 12-41998
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Jerome Feller
About the Debtor: The Debtor owns 18 acres of land in the town
of Thompson, Sullivan County, New York. The
property secures a $1.3 million debt.
Debtor's Counsel: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: (718) 625-1966
E-mail: rmwlaw@att.net
Scheduled Assets: $14,000,000
Scheduled Liabilities: $14,351,935
The petition was signed by Charles Petri, managing member.
Debtor's List of Its 10 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
135 Bowery LLC -- $3,400,000
404 Blossom Way
Monroe Township, NJ 08831
Alberta Milian & Isiah Milian -- $2,000,000
777 Center Drive
Baldwin, NY 11510
Sean Meenan -- $2,000,000
757 Fulton Street
Brooklyn, NY 11217
Sidnney D. Young Trust -- $1,500,000
269-09B Grand Central Parkway
Floral Park, NY 11005
Henry Fulton -- $1,450,000
902 Shore Road
Douglaston, NY 11363
Ok Ja Sheen -- $1,342,000
43-18 212th Street
Bayside, NY 11361
Elizabeth Van Oss -- $659,935
272 First Avenue, #10A
New York, NY 10009
Leonard Crispino -- $600,000
334 91st Street
Brooklyn, NY
Tony DiPiazza -- $50,000
Hamid Idrissi -- $50,000
1701 COMMERCE: Files for Chapter 11 in Ft. Worth
------------------------------------------------
1701 Commerce, LLC, filed a bare-bones Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-41748) on March 26, 2012. The Debtor
estimated assets and debts of $50 million to $100 million as of
the Chapter 11 filing.
According to the petition, the Debtor was previously known as
Presidio Ft. Worth Hotel, LLC. The principal address is 1701
Commerce, Forth Worth, Texas.
According to hotelplanner.com, 1701 Commerce is the location of
Sheraton Forth Worth Hotel & Spa. The hotel has 430 guest rooms,
has 22,000 square feet of meeting and exhibit space, and
restaurant that complements Forth Worth's bustling restaurant
scene.
The Law Office of John P. Lewis, Jr., in Dallas, serves as
counsel.
1701 COMMERCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1701 Commerce, LLC
fka Presidio Ft. Worth Hotel, LLC
1701 Commerce
Fort Worth, TX 76101
Bankruptcy Case No.: 12-41748
Chapter 11 Petition Date: March 26, 2012
Court: U.S. Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: D. Michael Lynn
Debtor's Counsel: John P. Lewis, Jr., Esq.
LAW OFFICE OF JOHN P. LEWIS, JR.
1412 Main Street, Suite 210
Dallas, TX 75202
Tel: (214) 742-5925
Fax: (214) 742-5928
E-mail: jplewisjr@mindspring.com
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by Michael Shustek, organizer/manager.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Key Construction Lien $1,666,000
741 W. 2nd Street North
Wichita, KS 67203-6004
Richfield Hospitality, Inc. Loan & Trade $469,825
7600 E. Orchard Road, Suite 230 South
Greenwood Village, CO 80111
Realty Advisors Loan $350,000
PHM Services Inc. Trade $290,194
4705 Mangels Boulevard
Fairfield, CA 94534
Hawaiian Rain Forest LLC Trade $173,027
Realty Capital Partners Trade $86,184
Smart Rehab LLC Trade $82,692
Ron Wright Tax Assessor-Collector Property Tax $71,437
Shackelford Melton & McKinley Trade $65,497
Al Mar Housekeepers of Texas Trade Debt $52,514
Expert Computers Solutions Trade $42,958
Hotel Laundry ?Five Star LLC Trade $40,971
Taylor's Rental Equipment Company Trade $28,374
Direct Energy Business ? Dallas -- $27,840
Towne Park Trade $23,816
Starwood Hotels & Resorts Trade $20,924
Worldwide, Inc.
CVENT Inc. -- $16,652
RDHC, LLC Trade $13,963
Travelclick Trade $13,858
Christine M. Goldberg Trade $10,572
22 COLT: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 22 Colt Lane Investors LLC
2404 Wilshire Blvd., Suite 12F
Los Angeles, CA 90017
Bankruptcy Case No.: 12-12660
Chapter 11 Petition Date: March 21, 2012
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Victoria S. Kaufman
Debtor's Counsel: Manuel De La Torre, Esq.
LAW OFFICE OF MANUEL DE LA TORRE
1104 Lawrence St.
Los Angeles, CA 90021
Tel: (818) 951-2888
Scheduled Assets: $1,300,000
Scheduled Liabilities: $1,143,210
A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12660.pdf
The petition was signed by Rick Barreca, member and authorized
agent.
742 TERRACE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 742 Terrace Corp.
742 Ninth Avenue
New York, NY 10019
Bankruptcy Case No.: 12-11134
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Douglas J. Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
Fax: (212) 695-6007
E-mail: dpick@picklaw.net
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Ignacio Piedra, president.
900 MEDINA: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 900 Medina Road, LLC
5050 Victor Drive
Medina, Ohio 44256
Bankruptcy Case No.: 12-50950
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Northern District of Ohio (Akron)
Judge: Marilyn Shea-Stonum
Debtor's Counsel: John P. Malone, Jr., Esq.
614 Superior Avenue, N.W.
1150 Rockefeller Building
Cleveland, OH 44113-1311
Tel: (216) 861-5511
Fax: (216) 861-0211
E-mail: jmaloneattorney@gmail.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb12-50950.pdf
The petition was signed by M. Joseph Beirne, Jr., manager.
AGE REFINING: Ch. 11 Trustee Wants Release from Duties and Bond
---------------------------------------------------------------
Eric J. Moeller, the Chapter 11 trustee in the case of Age
Refining, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas to:
-- discharge him as Chapter 11 trustee;
-- terminate his obligations and authority vis-a-vis the
Debtor's estate; and
-- releasing him the bond and liberty from any further
liability from the date of the trustee's discharge.
According to Mr. Moeller, the Effective Date of the Plan of
Reorganization occurred on Jan. 20, 2012; and Randolph N. Osherow,
the liquidating trustee, has assumed his duties pursuant to the
terms of the Liquidating Trust as approved by the Fourth Amended
Chapter 11 Plan of Reorganization, well as the Confirmation order.
About Age Refining
Age Refining, Inc. owned a refinery in San Antonio, Texas. It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010. The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition. David S.
Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack,
Incorporated, in San Antonio, Texas, represent Eric J. Moeller,
Chapter 11 Trustee, as general counsel.
Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez. In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.
David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.
AGE REFINING: Court Approves Disclosure Statement Withdrawal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
ordered that Age Refining, Inc.'s Disclosure Statement is
withdrawn as moot.
Counsel for the Debtor announced that there is no reason to move
forward with the Disclosure Statement.
About Age Refining
Age Refining, Inc. owned a refinery in San Antonio, Texas. It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010. The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition. David S.
Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack,
Incorporated, in San Antonio, Texas, represent Eric J. Moeller,
Chapter 11 Trustee, as general counsel.
Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez. In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.
David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.
AHERN RENTALS: Seeks Aug. 20 Extension of Plan Filing Period
------------------------------------------------------------
Ahern Rentals, Inc., is asking the Bankruptcy Court for an order
extending the 120-day period for filing a plan of reorganization
and the 180-day period for securing acceptance of the plan by an
additional 120 days, permitting the Debtor to file a plan up to
and including Aug. 20, 2012, and allowing the Debtor up to and
including Oct. 19, 2012, to obtain plan votes.
A hearing on the request is set for April 13, 2012, at 3:00 p.m.
The Debtor said that since filing for Chapter 11 it has directed
its attention to transitioning to Chapter 11, ensuring its
continued access to financing, maintaining uninterrupted
operations, and evaluating its assets and liabilities. Due to the
size and complexity of the Debtor, these operational issues have
required the lion's share of the time and resources of the Debtor
and its professionals.
The Debtor said it has commenced discussions with creditor
constituencies and has begun formulating a plan of reorganization,
but requires additional time so that it may adequately review and
analyze its cash flow and operational projections and develop
long-term projections for 2014 and 2015; perform a valuation
analysis of its business; analyze its executory contracts and
leases; and analyze claims against the Debtor, including personal
injury claims.
The Debtor is a borrower under three primary loan facilities. The
first are the DIP Loans in an amount up to the aggregate principal
amount of $350 million outstanding at any time on a final basis
(including a $10 million sub-limit for letters of credit). Bank
of America, N.A., serves as administrative agent, for itself and
the DIP Lenders, and Wells Fargo Bank, N.A., serves as collateral
agent.
The Debtor is also party to a secured $95,000,000 term loan.
Majority Term Lenders are Liberty Harbor Master Fund I, L.P., and
Goldman Sachs Palmetto State Credit Fund, L.P. In addition, the
Debtor is the borrower under an Indenture dated as of Aug. 18,
2005, under which, as of Sept. 30, 2011, there were Second
Priority Senior Notes totaling $236,666,667 in actual principal
outstanding.
The deadline for creditors other than governmental units to file
claims is April 30, 2012.
Platinum Equity May Acquire Controlling Stake
Vertikal.net reports that Platinum Equity is likely to make a move
to gain a controlling interest in Ahern Rentals. According to the
report, Platinum Equity, which is controlled by Tom Gores, owns a
majority of Ahern's loan notes and is therefore a major creditor,
if not THE major creditor, and has made it clear in the past that
it wishes to acquire more rental companies and has designs on
being a rental 'consolidator'. It acquired Maxim Crane in mid-
2008.
About Ahern Rentals
Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.
Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility. Judge Bruce T. Beesley presides over the case. Lawyers
at Gordon Silver serve as the Debtor's counsel. The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.
Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP. Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.
In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.
The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.
AIR CANADA: S&P Puts 'B-' Corp. Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Montreal-based Air Canada on CreditWatch with negative
implications, including its 'B-' long-term corporate credit rating
on the company.
"While we continue to view liquidity at Air Canada as adequate per
our criteria, we base the CreditWatch placement on our concern
that ongoing disruptions to its operations, caused by labor
disputes and the uncertain financial impact relating to separation
packages that it might be required to provide to Aveos employees,
could we believe lead to deterioration in the company's liquidity
in the short term," said Standard & Poor's credit analyst Jatinder
Mall.
"Collective agreements representing the majority of Air Canada's
unionized workforce expired in 2011. 'While the company has made
progress with some of the unions, it continues to negotiate with
two major ones representing pilots, mechanics, and baggage
handlers. We expect the recent disruption in operations will
likely affect the company's financial performance in the first
half of 2012," Mr. Mall added.
"We are uncertain of the financial impact that the recent
Companies' Creditors Arrangement Act (CCAA) filing by major
maintenance, repair, and overhaul (MRO) provider Aveos will have
on Air Canada's liquidity in the short term. As per Air Canada's
fourth-quarter report, the company might be required to provide
up to a maximum of 1,500 separation packages to Aveos employees
(who are represented by the International Association of
Machinists and Aerospace Workers), with each package including a
maximum of 52 weeks' pay. We understand that these payments could
be over the course of a year. However, we currently expect the
impact on operations as a result of Aveos' CCAA filing to be minor
and that it might lead to lower MRO costs in the long run," S&P
said.
"We expect to resolve this CreditWatch in the next three months.
We would likely lower the ratings if these events and a decline in
busy summer bookings lead to a drag on the company's cash position
and a deterioration in its overall liquidity position to about
C$1.5 billion," S&P said.
AIRCASTLE LIMITED: Moody's Rates Senior Unsecured Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Aircastle
Limited's Senior Unsecured Notes due 2017 and Senior Unsecured
Notes due 2020 (together, Senior Notes), in the aggregate amount
of $800 million. The company's Ba2 Corporate Family Rating and
stable outlook remain unchanged.
Ratings Rationale
The terms of the Senior Notes are consistent with those of
Aircastle's existing senior unsecured debt, including certain
restrictions on liens, distributions, and asset sales. The Senior
Notes will rank pari passu with Aircastle's $450 million of other
senior unsecured debt outstanding. Aircastle expects to use Senior
Notes issuance proceeds to repay its secured term financing
facility ($595.1 million outstanding at December 31, 2011) and for
general corporate purposes, including asset purchases. The rating
of the Senior Notes is based on Aircastle's fundamental credit
characteristics and the position of the notes in the company's
capital structure.
Aircastle's issuance of unsecured debt and use of proceeds to
repay secured indebtedness represents an important step toward
increasing the proportion of unsecured debt in the firm's capital
structure. After the debt repayment, 27 aircraft with a net book
value of approximately $976 million will no longer be subject to
liens, thereby increasing Aircastle's operating and financial
flexibility. The transaction will also extend Aircastle's debt
maturity profile.
Aircastle's Corporate Family Rating reflects the company's
competitive mid-tier position within the aircraft leasing
industry, as well as its record of profitable operations during
the economic downturn. The rating also considers Aircastle's
adequate capital levels, manageable and relatively well-balanced
fleet composition and geographic exposures, and experienced
management team. Main constraints on the rating consist of the
cyclical nature of the company's business, weaker franchise
positioning than that of the leading industry players, as well as
financing and lease placement risks associated with Aircastle's
fleet growth plans.
The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.
Aircastle Limited is an aircraft lessor headquartered in Stamford,
CT, and had $4.4 billion in flight equipment held for lease as of
December 31, 2011.
ALL SMILES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: All Smiles Dental, PC
an Illinois Professional Corporation
dba ASD
1452 Merchant Dr.
Algonquin, IL 60102
Bankruptcy Case No.: 12-81088
Chapter 11 Petition Date: March 23, 2012
Court: United States Bankruptcy Court
Northern District of Illinois (Rockford)
Judge: Manuel Barbosa
Debtor's Counsel: Mitchell Elliot Jones, Esq.
JONES LAW OFFICES
1236 Chicago Avenue #302
Evanston, IL 60202
Tel: (312) 282-7849
E-mail: mej@joneslaw.org
Estimated Assets: $100,001 to $500,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Debtor's list of its eight largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb12-81088.pdf
The petition was signed by Timothy Stimeman, president.
ALLIANT TECHSYSTEMS: Moody's Issues Summary Credit Opinion
----------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Alliant Techsystems Inc. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Alliant Techsystems Inc.
Moody's current ratings on Alliant Techsystems Inc. are:
Long Term Corporate Family Ratings domestic currency rating of
Ba2
Probability of Default rating of Ba2
Senior Secured Bank Credit Facility domestic currency ratings of
Baa3, 17 - LGD2
Senior Subordinate domestic currency ratings of Ba3, 70 - LGD5
Senior Subordinate Shelf domestic currency ratings of (P)Ba3, 70
- LGD5
Ratings Rationale
The Ba2 Corporate Family rating recognizes ATK's good scale and
return levels and a history of consistent cash flow from its four
defense and aerospace related segments. In the past, revenues and
earnings heavily benefited from high levels of U.S. defense and
NASA budgets. U.S. defense outlays have started to decline and
will likely fall in the future, while NASA funding levels could
drop as well. To address lower growth prospects, ATK has cut
overhead and is considering investments in adjacent markets. The
rating does not envision the company's spending on acquisitions or
share repurchases/dividends rising to a level that threatens good
credit metrics.
The principal methodology used in rating Alliant Techsystems Inc.
was the Global Aerospace and Defense Industry Methodology
published in June 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
AMERICAN AIRLINES: India OKs AA Code on British Airways Flights
---------------------------------------------------------------
American Airlines and British Airways have received approval from
the Indian government to place the AA* code on British Airways
flights from London to the following Indian cities: Bangalore,
Chennai, Delhi, Hyderabad and Mumbai. The new codeshare flights
are scheduled to go on sale today with the first travel date
starting March 29. This new codeshare agreement provides American
customers more convenient choices and greater connectivity when
traveling to India.
The codeshare allows American to place its code on fellow
oneworld? member and joint business partner, British Airways,
flights through London Heathrow Airport. The placement of
American's code on British Airways flights will complement
American's existing service to India through partner airline Jet
Airways via Brussels.
"This new codeshare relationship will give our customers extra
options and easier access to India while enjoying the excellent
service British Airways has to offer," said Kenji Hashimoto,
American's Vice President - Strategic Alliances. "Adding
convenience for our joint customers is one of our primary goals
and our network is able to grow because of this new codeshare
agreement."
As always, members of the American Airlines AAdvantage? program
will be able to earn miles on the codeshare flights, providing
customers another benefit of the strengthened alliance.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011. AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
AMERICAN CONSOLIDATED: Court Confirms Reorganization Plan
---------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer confirmed the Amended Plan of
Reorganization filed by American Consolidated Transportation
Companies, Inc., and its debtor-affiliates pursuant to a March 22,
2012 Findings of Fact and Conclusions of Law available at
http://is.gd/7DypFAfrom Leagle.com. The Court said the Debtors
have met all requirements for confirmation of their Plan under
11 U.S.C. Sec. 1129. The Debtors overcame several objections made
by RBS Citizens, N.A. d/b/a Charter One, their secured creditor.
The Plan provides that the debt to Charter One will be paid
through monthly payments of principal and interest over 30 months
according to a 30-year amortization schedule at an interest rate
of 6.75%. Under the Plan, Charter One will retain its liens and
security interests against the same assets that it had prior to
confirmation. The Debtors plan that payment of the remainder of
Charter One's secured claim will be achieved through re-financing.
The Disclosure Statement provides that "[a]t the expiration of two
and one-half years estimated to be April 2014, a balloon payment
will be due [to Charter One], and in the event the Debtors have
not secured refinancing of the Bank Debt or have a letter of
intent for such refinancing, the Debtors will agree to a
liquidation of their assets by the Bank either in or out of
Bankruptcy Court."
About American Consolidated
American Consolidated Transportation Companies, Inc., consist of a
holding company and eight transportation and related companies
with locations in Texas, Colorado, and Illinois. The business was
founded in 1947 to provide transportation to and from school for
the founder's daughter, Karen Bingham. Ms. Bingham resides on one
of the Debtors' properties and serves as the Debtors' Chief
Executive Officer. In 1950, the business was expanded to include
charter bus services.
The Debtors' businesses currently provide charter bus services for
schools, tour groups, and commercial building occupants. Some
Debtor entities provide bus maintenance and parts services. The
Debtors also own several parcels of real estate in Illinois,
Colorado, and Texas. The Debtors lease space on one of their
properties in Illinois for other transportation companies to park
their vehicles.
American Consolidated and nine bus and travel company affiliates
sought chapter 11 protection (Bankr. N.D. Ill. Case No. 09-26062)
on July 18, 2009. Joel A. Schechter, Esq., in Chicago, represents
the Debtors. At the time of the filing, the Debtor estimated
their debts at less than $10 million. A copy of the Debtor's
petition and a list of its 20 largest unsecured creditors is
available at http://bankrupt.com/misc/ilnb09-26062.pdfat no
charge.
AMERICAN MEDIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Boca Raton, Fla.-based American Media Inc. to negative from
stable. Ratings on the company, including the 'B' corporate credit
rating, were affirmed.
"The outlook revision to negative reflects American Media's weak
operating performance, as well as the potential for discretionary
cash flow to contract and/or the company's margin of compliance to
thin if EBITDA continues to decline," said Standard & Poor's
credit analyst Tulip Lim.
The 'B' rating reflects Standard & Poor's Ratings Services'
expectation that leverage will remain high and interest coverage
will stay low.
"Weak leverage and interest coverage metrics underpin our view of
American Media's financial profile as 'aggressive,' based on our
criteria. We view the company's business risk profile as
'vulnerable' based on our expectations that the company will
continue operating in highly competitive markets, that operating
diversity will stay limited, that American Media will remain
vulnerable to cyclicality, and that it will face adverse secular
trends. Over the near term, we expect organic revenue to decline,"
S&P said.
"American Media is a magazine and tabloid publisher, producing
titles such as 'Shape,' 'Star,' and 'The National Enquirer.'
Magazine publishing is highly competitive, particularly in the
areas of celebrity news and gossip. Some of American Media's
publications compete with magazines from larger, better-
capitalized companies. The industry also faces difficult long-term
fundamentals because of competition from Internet-based media,
where content is often available to readers free of charge and
barriers to entry are low. Ad spending is also migrating online.
Aside from structural issues, both circulation and advertising
revenue are vulnerable to economic cyclicality," S&P said.
"In our 2012 base-case scenario, we expect revenue to decline at a
low-single-digit percentage pace and EBITDA to decline around 20%.
In 2013, we believe that the company's revenue will continue to
decline at a low-single-digit to mid-single-digit pace because of
ongoing declines in circulation and advertising revenue. We
estimate that EBITDA will also continue to decline, but only at a
mid-single-digit pace because of cost reductions from recent
initiatives (including a more favorable printing contract)," S&P
said.
"For the three months ended Dec. 31, 2011, American Media's
revenue declined 3.7% because of the benefit from recently
acquired magazines, which more than offset an organic revenue
decline in the teens. EBITDA including restructuring charges and
amortization of deferred rack costs (which is different from
covenant EBITDA) declined sharply, by 27%," S&P said.
"Leverage (adjusted for operating leases) was high, at about 6.2x
for the 12 months ended Dec. 31, 2011. Unadjusted coverage of
interest was thin, at 1.4x for the period. Leverage is somewhat
above the indicative financial risk debt-to-EBITDA range between
4x and 5x that our criteria characterize as an 'aggressive'
financial risk profile. Still, American Media generates moderate
positive discretionary cash flow because of low working capital
requirements and capital expenditures. Assuming that EBITDA
declines, we expect leverage to rise modestly, but remain at or
below the mid-6x area in 2013, and discretionary cash flow
generation to be modest," S&P said.
API TECHNOLOGIES: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on U.S.-based API Technologies Corp. The outlook is
stable. "At the same time, we lowered our issue ratings on API's
secured credit facility one notch to 'B+' and revised the recovery
ratings to '3' from '2'," S&P said.
"API acquired C-Mac Aerospace Ltd. for roughly $33 million. C-Mac
has capabilities in databus and radio frequency/microwave markets,
which complement API's existing portfolio and improve program
diversity somewhat. The company funded the acquisition with an
add-on to the existing term loan and convertible subordinated
notes that will convert into preferred stock, pending shareholder
approval, which we expect shortly. We view the preferred stock as
a debt equivalent for purposes of calculating financial ratios,"
S&P said.
"We expect that the company's earnings and cash generation will
improve due to cost reduction efforts, including rationalizing
facilities and eliminating costs at acquired operations," said
Standard & Poor's credit analyst Chris Mooney. "However, it may
not realize all of the planned acquisition synergies."
"Although API financed the acquisition of C-Mac with debt, it has
used equity to fund acquisitions in the past, resulting in pro
forma debt to capital of 40%-45%, which is better than average for
the rating. We expect funds from operations (FFO) to debt after
factoring in 12 months of earnings from recent acquisitions to be
about 15%, which is average for the rating. The company's credit
protection measures could improve moderately by the end of 2012 if
its cost cuts result in earnings growth and it uses excess cash to
reduce debt. However, we assume the company is more likely to
continue to make small to midsize acquisitions than to
meaningfully reduce debt," S&P said.
"The outlook is stable. We could lower the rating if debt to
EBITDA increases to and remains greater than 5x, which could
happen if earnings don't improve as we expect and debt increases
furthers to fund additional acquisitions. Earnings pressure would
most likely result from API not achieving operating efficiencies
to the degree we expect or the government further reducing funding
for API's programs. We don't anticipate raising the ratings over
the next year given uncertainties regarding defense spending,
potential challenges involved with integration of acquired
companies, and the possibility of further debt-financed
acquisitions or dividends by API's private-equity sponsor," S&P
said.
APPALACHIAN OIL: May Recoup $92K of Payments to Kentucky Lottery
----------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons granted, in part, and
denied, in part, cross motions for summary judgment filed in the
lawsuit, Appalachian Oil Company, Inc., v. The Kentucky Lottery
Corporation, Adv. Proc. No. 10-5057 (Bankr. E.D. Tenn.), an action
pursuant to 11 U.S.C. Sections 547(b) and 550(a) to avoid and
recover certain alleged preferential transfers totaling $366,415
made by Appalachian Oil to the Kentucky Lottery. KLC seeks
summary judgment based on its contention that the transfers
constituted trust funds and therefore were not property of the
debtor, a necessary element of Sec. 547(b). APPCO opposes the
motion and contends, to the contrary, that it is entitled to
partial summary judgment on its claim that the transfers were
property of the debtor. The Court held that eight payments
totaling $273,491 made by APPCO to KLC during the 90 days prior to
APPCO's bankruptcy filing were trust fund property rather than
property of the Debtor. Accordingly, KLC is entitled to summary
judgment in its favor as to APPCO's claim that these payments
represent avoidable preferences under 11 U.S.C. Sec. 547(b).
Regarding three wired payments totaling $92,923 made by APPCO to
KLC in January 2009, the Court held these payments were property
of APPCO. Therefore, APPCO is granted partial summary judgment on
these claims, and KLC's motion for summary judgment is denied.
A copy of the Court's March 23, 2012 Memorandum is available at
http://is.gd/df7WtOfrom Leagle.com.
Michael W. Ewell, Esq., at Frantz, McConnell & Seymour, LLP,
represents KLC.
About Appalachian Oil
Appalachian Oil sought Chapter 11 protection (Bankr. Case E.D.
Tenn. No. 09-50259) on Feb. 9, 2009, estimating assets and debts
of $10 million to $50 million. APPCO operated roughly 57
convenience stores in Tennessee, Virginia, and Kentucky, selling
petroleum products, groceries, cigarettes, other miscellaneous
items, and lottery tickets issued by the particular state in which
the store was located. The Company's creditors with the biggest
unsecured claims were BP Plc's Amoco/BP, owed $2.41 million, and
fuel distributor Crescent Oil Co., owed $1.6 million. In December
2010, the Court confirmed Appalachian Oil's Second Amended Plan of
Liquidation.
ARCHWAY HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Archway Homes, Inc.
fdba Midway Dev. Corp
fdba South Shore Investments, LLC
P.O. Box 14
Winnabow, NC 28479
Bankruptcy Case No.: 12-02226
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Eastern District of North Carolina (Wilson)
Judge: Stephani W. Humrickhouse
Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
P.O. Drawer 1654
New Bern, NC 28563
Tel: (252) 633-2700
Fax: (252) 633-9600
E-mail: efile@stubbsperdue.com
Scheduled Assets: $4,297,008
Scheduled Liabilities: $2,682,635
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02226.pdf
The petition was signed by Thomas J. Young, Jr., president.
ARROW ELECTRONICS: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Arrow
Electronics, Inc. and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for Arrow.
Moody's current ratings for Arrow are as follows:
Senior Unsecured Rating of Baa3
Senior Unsecured Shelf Rating of (P)Baa3
Subordinate Shelf Rating of (P)Ba1
Preferred Shelf Rating of (P)Ba2
Commercial Paper Rating of P-3
Ratings Rationale
Arrow's Baa3 rating reflects its position as one of the leading
global distributors of electronic components and information
technology (IT) products with substantial scale and extensive
geographic reach. The rating also takes into account Arrow's focus
on profitability via cost control measures, especially during
business downturns or weak macroeconomic conditions. Moody's also
considers the countercyclical nature of its working capital, which
enables Arrow to generate strong levels of free cash flow and
maintain very good liquidity during periods of slowing or
declining revenue growth. Given that its business is highly
correlated to the cyclical, and at times, volatile semiconductor
industry (nearly 50% of Arrow's revenue), Moody's also recognizes
in the rating the periodic fluctuations in Arrow's revenue. The
rating considers Arrow's low single-digit operating margins,
supplier concentration, and exposure to small and medium-sized
businesses (SMB) which tend to be more sensitive than larger
enterprises to slow/negative growth economic environments. Over
the near-term, Moody's expects a gradual improvement in operating
metrics and financial leverage (at or below 2.2x total adjusted
debt to EBITDA, barring a debt-funded acquisition) stemming from
enhanced profitability. Moody's expects Arrow to sustain adjusted
operating margins in the 3% to 5% range. Arrow's debt metrics are
stronger than cross-industry peers rated at the Baa3 level, which
somewhat offsets the comparatively low operating margin profile
and limited opportunities for margin expansion.
The stable rating outlook reflects Moody's expectation that
Arrow's operating performance will continue to demonstrate gradual
improvement to levels witnessed prior to the last recession. It
also incorporates Moody's expectations for steady vendor/customer
relationships, improving financial leverage, acquisition activity
similar to historical levels and moderate share purchases.
Ratings could be upgraded if Arrow's revenue and operating margins
improve to a higher sustainable range (upper single digits),
implying increased market share and a shift in product mix and/or
lower cost structure. An upgrade could also be considered if total
debt to EBITDA was expected to decline to 1.75x (incorporating
Moody's standard adjustments).
Ratings could be downgraded to the extent Arrow experienced
permanent revenue contraction, loss of market share, rising
supplier concentration, sustained margin erosion or higher
financial leverage, including expectations that total debt to
EBITDA (Moody's adjusted) would exceed 3x for an extended period.
The principal methodology used in this rating was the Global
Distribution and Supply Chain Services Rating Methodology
published in November 2011.
ASHLAND INC: Moody's Issues Summary Credit Opinion
--------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Ashland Inc. and includes certain regulatory disclosures regarding
its ratings. The release does not constitute any change in Moody's
ratings or rating rationale for Ashland Inc.
Moody's current ratings on Ashland Inc. and its affiliate are:
Ashland Inc
LT Corporate Family Ratings (domestic currency) Rating of Ba1
Probability of Default Rating of Ba1
Speculative Grade Liquidity Rating of SGL-1
Senior Secured (domestic currency) Rating of Baa3
Senior Secured Bank Credit Facility (domestic currency) Rating
of Baa3
Senior Unsecured (domestic currency) Rating of Ba2
Senior Unsecured MTN (domestic currency) Rating of (P)Ba2
LGD Senior Secured (domestic currency) Assessment of 36 - LGD3
LGD Senior Secured Bank Credit Facility (domestic currency)
Assessment of 36 - LGD3
LGD Senior Unsecured (domestic currency) Assessment of 82 - LGD5
Hercules Incorporated
BACKED Senior Secured (domestic currency) Rating of Baa3
BACKED Junior Subordinate (domestic currency) Rating of Ba2
LGD BACKED Senior Secured (domestic currency) Assessment of 36 -
LGD3
LGD BACKED Junior Subordinate (domestic currency) Assessment of
93 - LGD6
Ratings Rationale
Ashland's Ba1 CFR is supported by a diversified portfolio of
chemical businesses that has become more specialty in nature over
the past four years with the acquisitions of Hercules Incorporated
and International Specialty Products. Its large and diverse
revenue base in the US and overseas, meaningful market shares in
certain businesses (e.g., Water Technologies, Functional
Ingredients), and operational diversity also support the rating.
The company continues to focus on achieving an investment grade
rating. Moody's expects that Ashland will apply free cash flow
towards debt reduction and reduce its leverage to its stated 2.0x
target (before Moody's analytical adjustment which adds
approximately $1.7 billion to debt). Moody's expects it will limit
the size of acquisitions over the near-term in order to reduce
leverage. The CFR also reflects significant asbestos-related
litigation and environmental liabilities from both the Ashland
legacy business and the Hercules business.
The principal methodology used in rating Ashland Inc. was the
Global Chemical Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
AUSTIN CONSTRUCTION: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Austin Construction & Development, LLC
dba Meredith Square Townhomes
218 Mangum Road
Angier, NC 27501
Bankruptcy Case No.: 12-02294
Chapter 11 Petition Date: March 23, 2012
Court: United States Bankruptcy Court
Eastern District of North Carolina (Wilson)
Debtor's Counsel: Richard D. Sparkman, Esq.
RICHARD D. SPARKMAN & ASSOC., P.A.
P.O. Drawer 1687
Angier, NC 27501
Tel: (919) 639-6181
E-mail: rds@sparkmanlaw.com
Scheduled Assets: $2,369,454
Scheduled Liabilities: $1,683,351
A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02294.pdf
The petition was signed by Bobbie David Austin, member/manager.
AZURE DYNAMICS: Commences CCAA Proceedings
------------------------------------------
Azure Dynamics Corporation disclosed that the Board of Directors
of the Company has authorized the filing of a Petition in the
Supreme Court of British Columbia for an Initial Order under the
Companies' Creditors Arrangement Act. The Company expects that
the Initial Order will provide for a stay of proceedings while the
Company and its subsidiaries pursue restructuring alternatives
under CCAA protection. The Board of Directors of the Company has
also authorized the filing of a voluntary petition under Chapter
15 of title 11 of the United States Bankruptcy Code to seek
recognition and enforcement in the United States of the Initial
Order requested in the CCAA proceedings.
In connection with commencing CCAA proceedings, the Company also
announced that it will be abandoning its previously announced
offering of units.
"The decision to abandon the Offering and commence CCAA
proceedings comes after several weeks of formal and informal
communications with Staff of the Ontario Securities Commission",
said Scott Harrison, CEO of Azure. "Despite including detailed
risk factor and other disclosure in the preliminary prospectus
regarding the Company's liquidity and financial hardship, and
after several weeks of attempting to satisfy the demands of Staff
for additional information and disclosure, the Company was
informed on March 23, 2012 that Staff's recommendation, based on
the current draft of the prospectus, would be that a receipt not
be issued for the prospectus on the basis that it would not be in
the public interest to do so."
In light of the fact that the Company's current liquidity position
leaves it without sufficient time or cash resources to pursue its
right to be heard before the Director and, if necessary, to appeal
any decision of the Director following such hearing to a panel of
commissioners of the OSC, the Board of Directors has determined
that the Company's best remaining alternative is to pursue a
restructuring under the protection of CCAA .
"The Board of Directors strongly disagrees with any suggestion
that it would not be in the public interest to issue a receipt for
the prospectus for the Offering", said Cam Deacon, Chair of the
Board of Directors of Azure. "In our view, any determination of
what is in the public interest should weigh all relevant
interests, including the interest of the Company in being able to
access the capital markets and the interests of the Company's
existing shareholders, employees, suppliers, customers and other
stakeholders. Potential investors had the benefit of very
detailed risk factor and other disclosure regarding the Company's
liquidity and financial hardship, and the Company was prepared to
include in the prospectus virtually all additional disclosure
demanded by OSC Staff, except where it was not possible for the
Company to include the demanded disclosure. In the circumstances,
we are deeply troubled by the notion that investor protection
would require allowing such unfortunate consequences to be visited
upon a world industry leading company and its existing
shareholders, employees, suppliers, customers and other
stakeholders, particularly given our understanding that investors
themselves, having had the benefit of such detailed disclosure,
continued to have significant interest in the Offering. We wish
to convey to the Company's stakeholders both our terrible sadness
at this outcome and our commitment to pursuing the best outcome
remaining available in the circumstances through CCAA
proceedings."
About Azure Dynamics
Azure Dynamics Corporation -- http://www.azuredynamics.com/-- is
a world leader in the development and production of hybrid
electric and electric components and powertrain systems for light
and medium duty commercial vehicles. Azure is strategically
targeting the commercial delivery vehicle and shuttle bus markets
and is currently working internationally with a variety of
partners and customers. The Company is committed to providing
customers and partners with innovative, cost-efficient, and
environmentally-friendly energy management solutions.
AZURE DYNAMICS: Files Chapter 15 Petition
-----------------------------------------
Azure Dynamics Corporation (TSX: "AZD"; OTC: "AZDDF") and its
affiliates commenced Chapter 15 bankruptcy cases (Bankr. E.D.
Mich. Lead Case No. 12-47496) in Detroit, seeking recognition of
its proceedings under Canada's Companies' Creditors Arrangement
Act, R.S.C. 1985, c. C-36 pending before the Supreme Court of
British Columbia.
Principally funded and operated out of Burnaby, British Columbia,
the Azure Group is a developer and manufacturer of automotive
control, powertrain and drive technologies for electric and hybrid
electrics. Its operations consist primarily of: (a) research and
development of proprietary electric and hybrid electric vehicle
technologies; (b) sale and service of electric and hybrid electric
automotive control, powertrain and drive products; and (c) the
assembly of electronic components. Clients include Ford Motor
Company and Johnson Controls Inc. Azure has 159 employees
globally.
As an early stage company, the Azure Group requires ongoing
financing to fund its operations. In that regard, Azure's most
recent efforts to close an equity financing failed, and the Azure
Group's other restructuring options are not expected to succeed in
the near term. Without such financing, and without any
immediately available alternatives, the Azure Group is presently
unable to meet its obligations generally as they come due.
As of Dec. 31, 2011, the Azure Group had total, consolidated
assets with a net book value of $42.475 million, comprising
current assets of $31.18 million and non-current assets of
$11.30 million. As at Dec. 31, 2011, the Azure Group had total,
consolidated liabilities of $29.20 million, comprising current
liabilities of $20.6 million and non-current liabilities of
$8.58 million.
Notwithstanding these amounts, the majority of the company's asset
value is illiquid and it cannot currently pay its debts as they
come due in the absence of external financing; outstanding trade
payables total $9.42 million, and the Azure Group entered the
Canadian Proceedings with an opening cash balance of $945,500. In
addition, taking into account the substantial intercompany
indebtedness of each of the subsidiaries and the liabilities of
Azure, each member of the Azure Group is insolvent on a balance
sheet basis.
Accordingly, the Azure Group has commenced the Canadian
Proceedings and the Chapter 15 Petitions in order to provide the
Azure Group with the breathing space needed to reorganize its
financial affairs.
Ernst & Young, the monitor appointed by the CCAA Court, signed the
Chapter 15 petitions.
Contemporaneous with the filing of the Chapter 15 petitions, E&Y
has filed a motion seeking entry of a temporary restraining order
staying execution against the assets of the Azure Group and
applying sections 365(e) and 362 of the Bankruptcy Code in the
Azure Group's Chapter 15 Cases on a provisional basis pursuant to
sections 1519(a)(1), 1519(a)(3), 1521(a)(7) and 105(a) of the
Bankruptcy Code.
E&Y says that Azure has commenced the CCAA Proceeding and the
Chapter 15 cases in order to maintain its operations as a going
concern while it pursues a dual track process of continuing its
ongoing cost reduction and sale and investment solicitation
processes and, at the same time, formulate and negotiate a plan of
compromise or arrangement with its creditors.
Restructuring Effort
Prepetition, Azure undertook a number of immediate austerity
measures to reduce operating expenses. It also explored business
development opportunities in China but determined that a pursuing
a partnership with Chinese companies is constrained by Azure's
liquidity position. Azure also tapped Lazard Freres & Co. LLC as
financial advisor to assist the Azure Group in the conduct of a
sale or investment solicitation process (SISP). But the company
said that no offers to purchase or finance the business have been
made, and it is unlikely that a strategic transaction could be
completed before the Azure Group runs out of cash. A February
2012 offering for equity financing also failed.
Following the CCAA and Chapter 15 filing, the Azure Group intends
to commence discussions with its key stakeholders (Ford, JCI and
others) in respect of continued financial and other support for
the existing product offerings immediately upon the commencement
of these proceedings. Depending on the result of the
consultations, the Azure Group will either (i) continue its
discussions with potential Chinese partners and the pursuit of a
sale or investment within the CCAA proceeding, or (ii) retrench
the entirety of its engineering services operations to its
operational hub in Burnaby, British Columbia and seek alternative
investors or acquirers of the engineering services and related
technology.
It is presently the Azure Group's intention to terminate the
majority of non-executive employees of Azure US, approximately 50%
of the employees of Azure Canada and all but two employees of
Azure UK (who will be kept on for a period of time to assist with
transitioning the business through the restructuring period).
Throughout the tenure of the proceedings the Azure Group will be
formulating and negotiating a plan of compromise and arrangement
for presentation to its creditors. The stay of proceedings and
other relief sought in this Petition will provide the
Petitioners with the breathing room required to pursue this dual
track process and should bring a sense of structure and finality
to the SISP with the effect of bringing forth greater market
interest in the Petitioners and focus those parties who have
participated in the SISP to date.
About Azure Dynamics
Azure Dynamics Corporation -- http://www.azuredynamics.com/--
considered itself a world leader in the development and production
of hybrid electric and electric components and powertrain systems
for light and medium duty commercial vehicles. Azure targets the
commercial delivery vehicle and shuttle bus markets and is
currently working internationally with a variety of partners and
customers. The Company is committed to providing customers and
partners with innovative, cost-efficient, and environmentally-
friendly energy management solutions.
AZURE DYNAMICS: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Kevin B. Brennan
Ernst & Young, Inc.
As monitor
Chapter 15 Debtor: Azure Dynamics Incorporated
aka Azure Dynamics U.S. Inc.
14925 W. 11 Mile Road
Oak Park, MI 48237
Tel: (248) 359-7300
Chapter 15 Case No.: 12-47496
Affiliates that simultaneously filed Chapter 15 petitions:
Debtor Case No.
------ --------
Azure Dynamics Corporation 12-47498
Azure Dynamics Inc. 12-47501
Azure Dynamics Limited 12-47502
Chapter 15 Petition Date: March 26, 2012
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Walter Shapero
Type of Business: Azure provides proprietary electric and
hybrid electric drive technology primarily for
light and heavy duty commercial vehicles.
Azure is seeking U.S. court recognition of its
proceedings under Canada's Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36 pending
before the Supreme Court of British Columbia.
Foreign
Representative's
Counsel: Deborah Kovsky-Apap, Esq.
PEPPER HAMILTON LLP
100 Renaissance Center, 36th Floor
Detroit, MI 58243
Tel: (313) 393-7331
E-mail: kovskyd@pepperlaw.com
- and ?
Robert S. Hertzberg, Esq.
PEPPER HAMILTON LLP
4000 Town Center, Suite 1800
Southfield, MI 48075-1505
Tel: (248) 359-7333
Fax: (248) 359-7700
E-mail: hertzbergr@pepperlaw.com
Total Assets: $42,475,000 as of Dec. 31, 2011
Total Liabilities: $29,198,000 as of Dec. 31, 2011
BASS PRO: Moody's Affirms Ba3 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family and
Probability of Default Ratings of Bass Pro Group, LLC following
the company's announcement that it is seeking to increase its $746
million senior secured term loan due 2017 by $200 million. The B1
rating on the term loan due 2017 was affirmed. The ratings outlook
is stable.
The affirmation of Bass Pro's Ba3 Corporate Family Rating ("CFR")
considers that, despite the increase in debt and leverage
resulting from the proposed transaction, Moody's expects that
further growth in revenue and earnings will lead to a reduction in
debt/EBITDA to below 5.0 times before the end of 2012. Pro forma
debt/EBITDA is about 5.2 times compared to 4.8 times at December
31, 2012. Moody's believes that Bass Pro's expansion and growth
plans have a good risk return profile and expects this, along with
the company's improved sourcing and manufacturing efficiencies,
will further improve the company's long-term earnings, free cash
flow, and ability to reduce leverage.
Proceeds from the $200 million term loan add-on will be used to
finance a $100 million distribution to shareholders and for
general corporate purposes, including pre-funding expansion and
growth-related capital spending. The proposed transaction is
contingent upon Bass Pro obtaining an amendment to its term loan
that will allow the additional distribution and term loan
increase. The assigned ratings are subject to the review of final
documentation.
Bass Pro Group, LLC ratings affirmed and LGD assessments revised:
Corporate Family Rating at Ba3
Probability of Default Rating at Ba3
$746 million senior secured term loan due 2017 at B1 (LGD 4, 64%)
from (LGD 4, 65%), to be upsized by $200 million
Ratings Rationale
Bass Pro's Ba3 CFR considers the company's well recognized brand
name in the outdoor recreational products market, the relatively
stable overall demand characteristics of this market, very broad
product offering, and demonstrated ability to grow its asset base
profitably. Bass Pro's revenue, EBITDA, and EBITDA margins have
grown steadily over the past few years a result of positive same
store sales, modest store expansion, and successful shift in sales
towards higher margin proprietary products. The company also
benefitted from a lower cost structure in its marine business. Key
credit concerns include Bass Pro's relatively moderate size in
terms of both number of stores and annual revenue, along with the
company's meaningful participation in the boat industry, which has
highly cyclical demand and accounts for nearly 20% of Bass Pro's
consolidated revenue.
The stable rating outlook considers Moody's view that Bass Pro
will not make further dividend payments in the foreseeable future.
The ratings could be lowered if, for any reason, it appears that
Bass Pro will not be able to reduce debt/EBITDA below 5.0 times by
the end of 2012. A higher rating would require that the company
achieve and sustain debt/EBITDA at or below 4.0 times at all
times, while continuing to generate positive free cash flow.
The principal methodology used in rating Bass Pro was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Headquartered in Springfield, Missouri, Bass Pro Group LLC
operates "Bass Pro Shops", a retailer of outdoor recreational
products throughout the US and Canada. The company also
manufactures and sells recreational boats and related marine
products under the "Tracker", "Mako", "Tahoe" and "Nitro" brand
names. The company also owns the Big Cedar Lodge in Ridgedale,
Missouri. Annual revenue exceeds $2.5 billion.
BASS PRO: S&P Affirms 'BB-' Rating on $896 Million Term Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Springfield, Mo.-based Bass Pro Group LLC to stable from positive.
"Concurrently, we affirmed the 'BB-' rating on the $896 million
term loan B with a recovery rating of '3', indicating our
expectation of meaningful (50% to 70%) recovery in the event of
a payment default. At the same time, we are also affirming our
'BB-' corporate credit rating on the company," S&P said.
"We have revised our view of balance-sheet lease debt and have
only treated the capital lease portion as priority debt in our
scenario," said Standard & Poor's credit analyst David Kuntz.
"Therefore, although this transaction results in additional term
loan debt in the capital structure, this is more than offset by
the decrease in priority lease debt."
"Based on this, we are revising our recovery rating to '3' from
'4'. The issue-level rating of 'BB-' remains unchanged. According
to the company, it intends to use the proceeds of the debt
increase to pay a dividend and for store expansion opportunities,"
S&P said.
"The outlook revision includes our view that credit protection
measures will not improve as quickly as previously anticipated due
to a more aggressive financial policy," Mr. Kuntz stated.
"The stable outlook reflects our expectation that operations will
improve over the next 12 months. We believe that revenue gains and
continued margin expansion could lead to stronger credit metrics
over the near term. We could raise our rating if the company
continues to grow sales in the upper-single digits and lower total
debt to EBITDA toward the high-3x area. Although unlikely, this
could occur if EBITDA increases by about 25%," S&P said.
"We could take a negative rating action if operating performance
erodes more than we expect because of a moderate downturn in
consumer spending or if commodity pressures are greater than we
anticipate. At that time, EBITDA would have declined by about 15%
below our expectations and credit metrics would deteriorate such
that leverage would increase to the low-5x area. Additionally, we
could lower the rating if the company demonstrates more aggressive
financial policies, including another dividend in 2012," S&P said.
BATLA FOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Batla Food Group, Inc.
25751 Golden Rod Circle
Laguna Hills, CA 92653
Bankruptcy Case No.: 12-13710
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Central District of California (Santa Ana)
Judge: Mark S. Wallace
Debtor's Counsel: J. Scott Williams, Esq.
THE WILLIAMS FIRM PLC
15615 Alton Parkway, Suite 175
Irvine, CA 92618
Tel: (949) 660-8680
Fax: (866) 284-8670
E-mail: jwilliams@williamsbkfirm.com
Scheduled Assets: $2,581,977
Scheduled Liabilities: $1,648,164
The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-13710.pdf
The petition was signed by Masroor Batla, CEO.
BEEBE MEDICAL: Moody's Affirms 'Ba3' LT Bond Rating, Outlook Neg
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long-term bond
rating assigned to Beebe Medical Center's (DE) $56.6 million of
outstanding bonds issued by the Delaware Health Facilities
Authority. The outlook is negative.
Rating Rationale
The rating affirmation is supported by improved operating
performance despite ongoing event risk from class action
litigation related to a former pediatrician with admitting
privileges at the hospital who was convicted on multiple counts of
sexually abusing patients in his practice office. The negative
outlook is supported by hospital exposure to the pending class
action settlement and ongoing disputes with insurance firms over
whether insurance policies cover litigants' claims.
Strengths
* Despite event risk associated with pending legal proceedings,
system has maintained its operational stability through fiscal
year (FY) 2011 and 7 months FY 2012, reflecting minimal day-to-day
impact of pending litigation. Operating margin at 7 months FY2012
was 2.0% and operating cash flow margin was 9.0%.
* Dominant service provider (66% in primary service area) in
Sussex County that saw 26% population growth in 10 years, home
values well above national median and poverty levels below
national average. Management reports the local community continues
to support the hospital in the midst of pending litigation.
* Management has been able to avoid a courtroom investigation and
trial in the class action lawsuit by pursuing mediation that it
projects will be completed by fall 2012. Management expects its
insurers to co-pay the costs of a settlement agreement and
received an $8 million payout from one of its insurance carriers.
This is in addition to $5.7 million management internally set
aside in FY 2010 for a settlement agreement. At March 2012, Beebe
had a total of $13.7 million set aside in a contingency reserve
fund that would be applied towards the final settlement
Challenges
* Beebe continues to face unknown financial exposure related to a
class action lawsuit alleging that Beebe failed to report the
former staff privileged pediatrician convicted of sexual abuse.
* Softening inpatient admission volumes despite outpatient market
share growth due to overall decline in economy, hospital shift
toward observation stays and decreased Medicare average length of
stay. Medicare comprises a high 56% of gross patient revenues in
FY 2011 (national median is 43%).
* Hospital saw an increase in bad debt (from $10. 5 million in FY
2010 to $12.8 million in FY 2011 and $14.3 million for annualized
7 months FY 2012) due to aging patient accounts related to
increased deductibles and co-pays; management reports it is
enhancing its revenue collections processes, including giving
financial counselors the ability to review patient's credit
history.
Outlook
The negative outlook is supported by continued hospital exposure
to the pending class action settlement and ongoing disputes with
insurance firms over whether insurance policies cover litigants'
claims. This exposure to date is unknown and should it prove large
enough could severely disrupt operations and long-term viability
of the organization.
WHAT COULD MAKE THE RATING GO UP
A rating upgrade would be considered if the hospital is able to
sustain current level of financial performance to demonstrate
long-term viability and definitively resolve current legal issues
without filing for bankruptcy or materially impairing financial
assets.
WHAT COULD MAKE THE RATING GO DOWN
A rating downgrade would take place if there was significant
weakening of operating and financial performance; material decline
in liquidity and/or increase in debt; payment default or
bankruptcy filing; in the event of a default, a lower estimated
recovery value of the bonds.
The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems March 2012.
BERNARD L. MADOFF: Judge Quashes Challenge to $7-Bil. Picower Deal
------------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge John G. Koeltl on Monday dismissed challenges by investors
in Bernard L. Madoff's Ponzi scheme to a portion of the
$7.2 billion settlement between the Madoff liquidation trustee and
the estate of Jeffrey Picower, a former Madoff client.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims. The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered. Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.
Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The
trustee has seen more than $28 billion of his claims tossed by
district judges.
BERNARD L. MADOFF: Fund Drops $900MM Ernst & Young Negligence Suit
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the liquidators for
a defunct feeder fund in Bernard L. Madoff's Ponzi scheme have
abruptly dropped a $900 million negligence lawsuit against
accounting firm Ernst & Young LLP, according to a New York state
court filing Friday.
Law360 relates that M-Invest Ltd., a fund created by Geneva-based
Union Bancaire Privee, said in a one-page notice without
explanation that it was discontinuing the case in New York Supreme
Court.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims. The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered. Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.
Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The
trustee has seen more than $28 billion of his claims tossed by
district judges.
BEYOND OBLIVION: Judge Approves $4-Mil. Asset Sale to Gee Beyond
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Monday approved the $4.2 million sale of
Beyond Oblivion Inc. to Gee Beyond Holdings Inc. after the sale
parties worked out an objection filed by a group of technology
licensors.
After a one-hour delay before the hearing during which the parties
resolved their remaining differences, Judge Gropper signed off on
the sale, which consists of $2.5 million in cash, $1.5 million in
senior secured notes and $200,000 in assumed contract liabilities,
Law360 relates.
About Beyond Oblivion
Beyond Oblivion Inc. is a digital music startup that raised $87
million from investors like Rupert Murdoch's News Corp and
investment bank Alle & Co. director Snaley Shuman. Beyond
Oblivion aimed to compete with Apple Inc.'s iTunes but its music
service never saw the light of day.
Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, estimating
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.
The Company owes $50 million each to Sony Music Entertainment and
Warner Music Group in unsecured 'trade debt.'
Gerard Sylvester Catalanello, Esq., at Duane Morris LLP, in New
York, serves as counsel.
BLUE SPRINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blue Springs Ford Sales, Inc.
3200 NW South Outer Road
Blue Springs, MO 64105
Bankruptcy Case No.: 12-10982
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
About the Debtor: Blue Springs has been in the business of selling
and servicing new and used Ford vehicles since
1978. The Debtor also provides vehicle repair
and maintenance services, sells parts for Ford
vehicles for retail and wholesale, and operates
a body shop.
The Chapter 11 filing was prompted by a jury
verdict of actual damages in the amount of
$171,500 and punitive damages in the amount
of $1.75 million in connection with a circuit
court suit in connection with the Debtor's
alleged failure to adequately disclose a full
detailed vehicle history report in connection
with a sale of a used Ford.
Debtor's Counsel: Christopher A. Ward, Esq.
POLSINELLI SHUGHART PC
222 Delaware Avenue, Suite 1101
Wilmington, DE 19801
Tel: (302) 252-0920
Fax: (302) 252-0921
E-mail: cward@polsinelli.com
Debtor's
Claims Agent: DONLIN RECANO
http://www.donlinrecano.com/cases/caseinfo/bsf
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Robert C. Balderston, president.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Kimberly VonDavid Judgment $2,058,590
3100 Broadway, Suite 223
Kansas City, MO 64113
Factory Motor Parts Trade $15,780
NW 5544
Minneapolis, MN 55485-5544
Auto Color Trade $14,546
524 W. 23rd Street
Independence, MO 64055
DR Vinal Enterprises LLC Trade $5,286
County Line Auto Parts, Inc. Trade $4,951
Chux Trux Trade $4,465
Lee's Summit Honda Trade $2,691
Keystone Automotive Industries Trade $2,619
Truckworks Trade $2,319
O'Reilly Automotive Trade $1,711
Advanced Auto Parts #7125 Trade $1,687
Molle Chevrolet Trade $1,685
K & M Office Products, Inc. Trade $1,557
Jackson County Tow Service Trade $1,374
Cable Dahmer Chevrolet Trade $1,133
Shawnee Mission Ford Trade $1,087
Enterprise Rental Trade $678
A E R Trade $614
McCarthy Blue Springs Hyundai Trade $299
Dick Smith Ford Trade $60
CAESARS ENTERTAINMENT: Moody's Lifts Corp. Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service upgraded Caesars Entertainment Corp's
Corporate Family Rating (CFR) and Probability of Default Rating
both to Caa1 from Caa2. Moody's also upgraded Caesars
Entertainment Operating Company, Inc.'s (CEOC) first lien debt to
B2, its second lien debt to Caa2, and its unsecured guaranteed
notes, and unsecured notes both to Caa3. The rating outlook is
stable. Moody's also upgraded Caesars' Speculative Grade Liquidity
Rating to SGL-1 from SGL-2. This concludes the review of Caesars'
ratings for possible upgrade that began on February 7, 2012.
The upgrade of Caesars' ratings reflects very good liquidity, an
improving operating outlook for gaming in a number of the
company's largest markets that is expected to drive earnings
growth, the completion of a bank amendment that resulted in the
extension of debt maturities to 2018 from 2015, and the public
listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.
Ratings Rationale
Caesars' Caa1 CFR continues to reflect the company's high leverage
(consolidated debt/EBITDA of 11.9 times), and low interest
coverage (consolidated debt/EBITDA around 1.0 time), tempered by
very good liquidity. Although Caesars is expected to generate
negative free cash flow, the company maintains sufficient cash and
revolver availability to meet its near term obligations for
interest, capital spending and debt maturities (aggregating $280
million through 2014.) The company's $1.13 billion revolving
credit facility ($1.1 billion of which expires in 2014 and $25
million expires in 2017) remains undrawn and available.
Caesars' Caa1 rating also recognizes the risk that the company may
again pursue transactions that Moody's would consider to be
distressed exchanges particularly in light of large debt
maturities of about $8.0 billion in 2015.
Moody's expects consolidated revenue growth and improving margins
from operating leverage and cost efficiencies will result in a
modest reduction in debt to EBITDA over the next 12 -- 18 months
(to about 10.5 times). The recent amendment to the company's
senior secured bank facilities pushed approximately $1.9 billion
of 2015 debt maturities to January 28, 2018 or April 14, 2017 if
more than $250 million of the company's $2.1 billion 11.25% senior
secured notes due 2017 remain outstanding on that date.
The rating outlook is stable reflecting Caesars' very good
liquidity and Moody's view that stabilizing operating trends in
Las Vegas and a number of regional gaming markets will give the
company's earnings a boost over the next year resulting in a
modest improvement in credit metrics. Given Caesars' high leverage
and weak interest coverage and the need to address significant
debt maturities in 2015, Moody's does not anticipate upward rating
momentum in the absence of a material reduction in leverage.
Caesars' ratings could be downgraded if the recovery in gaming
revenues across the company's major markets stalls or if credit
metrics fail to improve from current levels.
Rating affirmed:
Caesars Operating Escrow LLC and Caesars Escrow Corporation
assumed by Caesars Entertainment Operating Company, Inc.
$1.25 billion first lien notes due 2020 at B2 (LGD 3, 30%)
Ratings upgraded:
Caesars Entertainment Corporation (CEC)
Corporate Family Rating to Caa1 from Caa2
Probability of Default Rating to Caa1 from Caa2
Speculative Liquidity Rating to SGL-1 from SGL-2
Caesars Entertainment Operating Company, Inc. (CEOC)
Senior secured guaranteed revolving credit facility to B2 (LGD
3, 30%) from B3 (LGD 3, 30%)
Senior secured guaranteed term loans to B2 (LGD 3, 30%) from B3
(LGD 3, 30%)
Senior secured notes guaranteed notes to B2 (LGD 3, 30%) from B3
(LGD 3, 30%)
Senior secured second priority notes to Caa2 (LGD 5, 80%) from
Caa3 (LGD 5, 80%)
Senior unsecured guaranteed by operating subsidiaries and CEC to
Caa3 (LGD 6, 93%) from Ca (LGD 6, 93%)
Senior unsecured debt guaranteed by CEC to Caa3 (LGD 6, 95%)
from Ca (LGD 6, 95%)
Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by CEOC
Senior secured notes to B2 (LGD 3, 30%) from B3 (LGD 3, 30%)
Newco - Octavius Borrower
$450 million senior secured term loan to B2 (LGD 3, 30% from B3
(LGD 3, 30%)
The principal methodology used in rating Caesar's Entertainment
Corp. was the Global Gaming Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
Caesars Entertainment Corporation (CET), through its wholly-owned
subsidiary, Caesars Entertainment Operating Company, Inc. (CEOC),
owns or manages approximately 52 casinos. The company generates
annual revenue of about $8.8 billion.
CAO HOLDINGS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: CAO Holdings, Inc.
P.O. Box 11375
Caparra Heights Sta.
San Juan, PR 00922
Bankruptcy Case No.: 12-02082
Chapter 11 Petition Date: March 21, 2012
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
LUIS D FLORES GONZALEZ LAW OFFICE
80 Calle Georgetti Suite 202
San Juan, PR 00925-3624
Tel: (787) 758-3606
Fax: (787) 753-5317
E-mail: ldfglaw@coqui.net
Scheduled Assets: $4,558,000
Scheduled Liabilities: $1,998,377
In its list of 20 largest unsecured creditors, the Company placed
only one entry:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Departamento De Hacienda $1,000
Seccion De Quiebras
P.O. Box 9024140
San Juan, PR 00902
The petition was signed by Andres Otero Rivera, president.
CDC CORP: Court OKs Sale of CDC Software to Vista Unit for $250MM
-----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Paul W. Bonapfel on Tuesday approved CDC Corp.'s sale of its
87% stake in CDC Software Inc. to Vista Equity Partners affiliate
Archipelago Holdings Inc. for nearly $250 million.
In an order giving CDC the go-ahead, Judge Bonapfel determined the
$10.50-a-share sale to Archipelago was fair and reasonable, and
acknowledged the necessity for the sale to be closed as soon as
possible, Law360 relates.
As reported in the Troubled Company Reporter on Feb. 24, 2012,
BankruptcyData.com said the U.S. Bankruptcy Court approved
CDC's motion for an order (A) authorizing and approving a share
purchase agreement with stalking horse purchaser Archipelago
Holding, a Cayman Islands exempted company, or another purchaser
providing a higher or better offer for sale of CDC Software
shares.
Archipelago, the stalking horse bidder, is an affiliate of Vista
Equity Holdings LLC.
About CDC Corp.
Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS). CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing. The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.
CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel. Moelis & Company LLC
serves as its financial advisor and investment banker. Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer. The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.
The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders. The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.
CDC CORP: Wants Settlement Resolving Evolution Dispute Approved
---------------------------------------------------------------
CDC Corporation asks the U.S. Bankruptcy Court for the Northern
District of Georgia to approve a settlement agreement resolving
disputes between the Debtor and Evolution parties.
Prior to Debtor's bankruptcy filing, on Dec. 18, 2009, Evolution
CDC SPV Ltd., Evolution Master Fund Ltd., SPC, Segregated
Portfolio M and E1 Fund Ltd. filed suit against the Debtor in the
Supreme Court of the State of New York, County of New York,
alleging default under the 3.75% Senior Exchangeable Convertible
Notes due November 2011 and demanding payment of the remaining
principal portion of the Notes held by Evolution, together with
accrued, retroactive, and default interest. On June 28, 2011, the
New York Court granted Evolution's motion for summary judgment
against Debtor in the Evolution Action, and the New York Court
subsequently entered judgment against Debtor and in favor of
Evolution. The Debtor has appealed the Evolution Judgment.
In general, the settlement provides as:
A. the Debtor may pay and satisfy in full the Evolution
Judgment by paying the Settlement Amount which is the sum of
$65,356,061 plus pre and post judgment interest at the rate
$32,230 per day, less a Discount. The discount is $2,100,000, if
payment is made to Evolution on or before Oct. 31, 2012. The
discount will equal $100,000, if payment is made to Evolution
after Oct. 31, 2012.
B. the Settlement Date will be the day the Approval Order is
entered. Effective upon the Settlement Date, the Debtor on behalf
of itself and its past and present officers, directors,
principals, agents, representatives and subsidiaries, and the
Estate, releases, acquits, and forever discharges the Evolution
Parties and others, from acts of commission or omission of the
Evolution Parties existing or occurring prior to the date of the
Settlement Agreement and which arise from, are related to, are
based upon, or are connected with the Evolution Litigation or
the Bankruptcy Case.
C. The Evolution Parties covenant and agree not to institute
any cause of action against the Estate, except that a proof of
claim may be filed on the Evolution Judgment.
D. Evolution will have an allowed claim in the Bankruptcy Case
in the Settlement Amount for all purposes, including voting and
payment.
E. Not later than 10 days after entry of the Approval Order,
Debtor will dismiss or cause to be dismissed with prejudice, the
Appeal and the CDC Action.
About CDC Corp.
Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS). CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing. The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.
CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel. Moelis & Company LLC
serves as its financial advisor and investment banker. Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer. The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.
The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders. The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.
CENGAGE LEARNING: Moody's Rates $575MM Senior Secured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Cengage Learning
Acquisitions, Inc.'s proposed $575 million senior secured notes
due 2020. Cengage intends to utilize the net proceeds from the
bond offering to fund a 30% pay down of lenders electing to extend
their portion of the company's current
$3.9 billion term loan and for general corporate purposes.
Cengage's B3 Corporate Family Rating (CFR), SGL-3 speculative-
grade liquidity rating, other debt instrument ratings and stable
rating outlook are not affected.
The approximate $1.8 billion of lenders electing to extend the
maturity of their term loans to March 2017 from March 2014 as part
of Cengage's proposed amend and extend offer (A&E) was smaller
than the $2.2 billion estimate utilized in Moody's March 22, 2012
press release. Because this results in an increase in the amount
of non-extending term loans (to $2.1 billion) left to be
addressed, refinancing risk is higher. The incremental interest
expense associated with the A&E and proposed bond offering is
estimated to be closer to an $80 million range vs. an approximate
$90 million increase based on earlier term loan extension
estimates. This results in a smaller reduction to Cengage's free
cash flow and ability to fund future debt repayment and
refinancing actions.
The significant increase in cash interest expense resulting from
the A&E and proposed note offering relative to the pre-transaction
structure nevertheless weakens free cash flow generation and will
pressure the company's ability to address the refinancing risk
associated with its remaining maturities of $2.1 billion due in
2014 and $1.5 billion due in 2015. Moody's is not changing the B3
CFR or the stable outlook because Cengage's leverage position is
not changing meaningfully as a result of the transactions and it
is still expected to generate positive free cash flow despite the
increase in interest expense.
Assignments:
Issuer: Cengage Learning Acquisitions, Inc.
Senior Secured Regular Bond/Debenture due 2020, Assigned a
B2, LGD3 - 36%
Moody's other current ratings on Cengage are:
Issuer: Cengage Learning Acquisitions, Inc.
Corporate Family Rating, B3
Probability of Default Rating, B3
Senior Secured Bank Credit Facility (Revolver due 2013), B2,
LGD3 - 36%
Senior Secured Bank Credit Facility (Extended Revolver due
2017), B2, LGD3 - 36%
Senior Secured Bank Credit Facility (Term Loan due 2014,
including incremental Term Loan), B2, LGD3 - 36%
Senior Secured Bank Credit Facility (Extended Term Loan due
2017), B2, LGD3 - 36%
Senior Unsecured Regular Bond/Debenture (due 2015), Caa2,
LGD5 - 87%
Senior Subordinated Regular Bond/Debenture (due 2015), Caa2,
LGD6 - 95%
Outlook - Stable
Rating Rationale
Cengage's B3 CFR reflects its good market position and broad range
of product offerings in higher education publishing, mitigated by
the very high debt-to-EBITDA leverage (8.4x LTM 12/31/11
incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) that remains following the July
2007 leveraged buy-out and significant refinancing risk. Moody's
believes Cengage has moderate growth prospects over the
intermediate term and that its product offerings and planned
investments reasonably position the company to transition its
revenue as higher education publishing evolves to digital from
print formats. The company nevertheless faces several near-term
operating headwinds from continued inroads of rental models in the
used book market and ongoing pressure in for-profit school
channels. Moody's expects seasonal borrowings and a decline in
EBITDA (related to the absence of a reversal of bonus accruals
that benefited reported earnings in the second half of FY 2011)
will result in debt-to-EBITDA leverage rising to approximately 9x
at the end of FY 2012. Moody's projects low single digit EBITDA
growth in FY 2013 will reduce leverage to a mid 8x range. Moody's
believes Cengage's prospects for refinancing its still sizable
2014 and 2015 maturities are reasonable but not assured. The CFR
is weakly positioned within the B3 rating category due to the high
leverage, modest free cash flow generation and refinancing risk.
The ratings are highly sensitive to credit market conditions and
the expected cost of refinancing actions.
The proposed $575 million senior secured notes are guaranteed by
Cengage's domestic operating subsidiaries, Cengage's holding
company and ultimate parent, and Gale Holdings I. The collateral
package consists of a first lien on substantially all of the
assets of Cengage and the guarantors pledged to the approximate
$3.9 billion senior secured credit facility that will remain
following the A&E and proposed bond offering. The credit facility
and notes will have a 4.75x senior secured first-lien leverage
ratio incurrence limit and the credit facility will have a 6.25x
secured leverage ratio incurrence limit. Moody's ranks the credit
facility and the proposed notes the same in its loss given default
notching methodology based on the instruments' pari passu first
lien senior secured claims. The credit facility nevertheless
contains covenants that could improve recovery prospects relative
to the notes.
Cengage's first lien notes will not contain maintenance financial
covenants as is the case with its credit facility and will contain
looser asset sale re-payment provisions. Maintenance covenants
provide the credit facility lenders an ability to modify the terms
of the credit facility, which could result in pay downs of the
bank debt and/or higher interest margins as a condition to
amending the facility. The pro-rata sharing of asset sale payments
also only applies after an event of default has occurred. Thus,
Cengage is required, prior to an event of default occurring, to
offer to apply 100% of the proceeds from asset sales (over a
minimum threshhold) to repay the term loans (subject to a 15-month
reinvestment window; the required percentage drops to 50% if the
Total Leverage Ratio, as defined, is less than 6.0x) prior to
making an offer to repay the notes. In addition, the inter-
creditor agreement defers control over the secured assets to the
credit agreement collateral agent in the event of a default. While
proceeds from the collateral are distributed ratably to all first
lien secured parties, deferring control over the secured assets to
the credit agreement collateral agent may result in collateral
dispositions or other actions on terms with which note holders do
not agree. The inter-creditor agreement also prohibits the 2020
note holders from objecting to the credit facility lenders
participating in a DIP facility. As a result, credit facility
lenders may be able to roll some or all of their exposure into a
DIP facility (subject to bankruptcy court approval) with a super
priority lien relative to the remaining first lien obligations.
The stable rating outlook reflects Moody's view that the March
2012 refinancing and revolver extension provide additional time
for Cengage to execute its operating plan and address its next
maturity hurdle (July 2014). Moody's expects Cengage's high debt-
to-EBITDA leverage will decline to a mid 8x range in FY 2013 and
that revenue and EBITDA will continue to rebound modestly from the
decline experienced in FY 2011. Moody's also expects Cengage will
maintain an adequate liquidity position for the next 12-15 months
and seek to opportunistically address its remaining $3.6 billion
of 2014/2015 maturities.
Cengage's ratings could be downgraded if the company is unable to
make de-leveraging progress or generate and sustain comfortably
positive free cash flow. A weakening of liquidity would also
pressure Cengage's ratings including through such factors as
significant revolver usage, weak or negative free cash flow,
erosion of the covenant cushion, or changes in the likely cost of
refinancing.
An upgrade is unlikely unless the company is able to address its
significant 2014/2015 maturities at a manageable cost. If that
were to occur, good operating execution that leads to revenue and
earnings growth, consistent free cash flow generation and debt
reduction, or debt repayment from asset sales or an equity
offering could lead to an upgrade if debt-to-EBITDA is sustained
comfortably below 8x and free cash flow is sustained above 3% of
debt.
The principal methodology used in rating Cengage was the Global
Publishing Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Revenue for the LTM ended December 31, 2011 was approximately
$1.94 billion.
CENTAUR HOLDINGS: S&P Ups $180-Mil. Secured Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Rating Services revised its preliminary recovery
rating on Indiana-based Centaur Holdings LLC's proposed $180
million senior secured credit facility (reduced from the $240
million originally proposed) to '1' from '2', reflecting its
current expectation of very high (90% to 100%) recovery in the
event of a payment default. "We also raised our preliminary issue-
level rating on the proposed debt to 'BB-' (two notches higher
than our 'B' preliminary corporate credit rating) from 'B+', in
accordance with our notching criteria," S&P said.
"The revised preliminary recovery rating reflects a lower amount
of first-lien debt than originally proposed as well as the second-
lien term loan remaining in the capital structure, which results
in improved recovery prospects for the first-lien facility. The
new proposed facility will consist of a $10 million revolver due
2017 and a $170 million term loan due 2017. Centaur plans to use
the proceeds to refinance its existing first-lien term loan, which
remains in place following the company's exit from Chapter 11
bankruptcy protection on Oct. 1, 2011," S&P said.
"Our preliminary 'B' corporate credit rating and positive rating
outlook remain unchanged," S&P said.
"Our preliminary 'B' corporate credit rating reflects our
assessment of Centaur's financial risk profile as 'highly
leveraged' and our assessment of Centaur's business risk profile
as 'weak,' according to our criteria," said Standard & Poor's
credit analyst Ariel Silverberg.
"Our positive rating outlook reflects the potential for meaningful
incremental EBITDA in the event of a favorable judicial tax
ruling, which, in conjunction with our performance expectations,
would potentially result in credit measures supportive of a higher
rating. However, even in the event that the judicial process is
successful for Centaur, we would assess the current status of the
potential acquisition of Indiana Live! prior to determining
whether a higher rating is warranted, as this would represent a
potential leveraging transaction for Centaur. In the event that
the judicial adjudication process is unsuccessful, we would likely
revise our rating outlook to stable as, under our current
performance expectations, leverage would remain near 6x, which is
in line with a 'B' rating based on our assessment of Centaur's
business risk profile. We would consider lowering ratings if
EBITDA generation is meaningfully below our expectation, resulting
in our belief that leverage would remain above 7x or interest
coverage would fall below 1.5x," S&P said.
CHARLES STREET: Seeks Court's Okay to Continue Pay Wages
--------------------------------------------------------
Beth Healy at boston.com reports that counsel for the Charles
Street African Methodist Episcopal Church were scheduled to appear
in federal bankruptcy court in Boston, Massachusetts, on March 22,
2012, to seek permission to continue paying wages to employees and
file other motions related to its operations.
According to the report, the church's lawyer, Ross Martin, Esq.,
said the church expects to pay $9,321 in medical insurance
premiums it owes Blue Cross Blue Shield of Massachusetts, because
it's an "ongoing contract." It also likely will have to pay
$5,578 in taxes to the town of Milton, Mass. where the church owns
a pastor's residence that is currently not in use.
The report notes, under the church's plan of reorganization, it
is offering to repay about $4 million in loans from OneUnited
-- $3 million for a construction loan on a community center and
the $1.1 million loan secured by the church -- over a 30-year
period. It's offering to pay an interest rate of 5.25%.
The report says the church is looking to keep all its properties,
including the church, nearby retail space and a parking lot and
the Milton house. It's also looking to keep and complete its
Roxbury Renaissance Center.
Based in Boston, Massachusetts, Charles Street African Methodist
Episcopal Church -- http://csrrc.org/-- is located in Roxbury,
Massachusetts. The Church is to advocate for the needs of
community residents and to strengthen individuals, families, and
the community by providing social, educational, economic, and
cultural services. The Church filed for Chapter 11 protection on
March 20, 2012 (Bankr. D. Mass. Case No. 12-12292). Judge Frank
J. Bailey presides over the case. Jonathan Lackow, Esq., at Ropes
& Gray LLP, represents the Debtor. The Debtor estimated both
assets and debts of between $1 million and $10 million.
CHARLES STREET: Auctioneer Resets Auction to July 19
----------------------------------------------------
The Boston Herald reports that auctioneer Paul E. Saperstein Co.
listed the auctions for Charles Street African Methodist Episcopal
Church as "continued due to bankruptcy" until July 19, 2012.
The report notes the auctions had been scheduled for March 22,
2012, but a Chapter 11 filing by the church stayed the foreclosure
process launched by OneUnited Bank. The bank, which bills itself
as the nation's largest black-owned bank, began foreclosure
proceedings after Charles Street failed to pay off a $1.1 million
"balloon" mortgage that came due in December.
According to the report, the church said it would have refinanced
into a new loan, but couldn't because of a long-running feud
with OneUnited. The bank sued the congregation in 2010 over a
$3.6 million construction loan that Charles Street took out to
build an adjacent community center. OneUnited cut off funding in
2009, leaving the project unfinished and the church unable to do
fundraising and hall rentals it expected would help pay off the
debt.
The report, citing court documents, says two wealthy Bostonians
offered in recent weeks to help Charles Street AME Church avoid
foreclosure.
Based in Boston, Massachusetts, Charles Street African Methodist
Episcopal Church -- http://www.csrrc.org/-- is located in
Roxbury, Massachusetts. The Church is to advocate for the needs
of community residents and to strengthen individuals, families,
and the community by providing social, educational, economic, and
cultural services. The Church filed for Chapter 11 protection on
March 20, 2012 (Bankr. D. Mass. Case No. 12-12292). Judge Frank
J. Bailey presides over the case. Jonathan Lackow, Esq., at Ropes
& Gray LLP, represents the Debtor. The Debtor estimated both
assets and debts of between $1 million and $10 million.
CHEF SOLUTIONS: Authorized to Expand PwC's Scope of Employment
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware authorized Chef Solutions Inc., to expand the
scope of retention and employment of PricewaterhouseCoopers LLP to
provide tax compliance services to the Debtors.
The Court approved the engagement letter, subject to these
modifications during the pendency of the Chapter 11 cases:
-- provide the Debtors and the Creditors Committee with notice
of and a reasonable time to object to, any additional fees beyond
those quoted in the engagement letter relating to any additional
time required to perform the analysis and calculation of the QPA
deduction;
-- for the year ended Dec. 31, 2011, PwC will provide the
Debtors and the Creditors Committee with a draft income tax
returns for their review no later than March 31, 2012; and
-- PwC will not be entitled to indemnification, contribution or
reimbursement pursuant to the engagement letter for the tax
compliance services, unless the services and indemnification,
contribution or reimbursement therefore are approved by the Court.
As reported in the Troubled Company Reporter on Oct. 25, 2011, the
Debtor employed PwC PricewaterhouseCoopers LLP as its financial
advisor.
PwC received payment of $225,000 during the 90 days prior to the
Petition Date. As of the Petition Day, the Debtors owed PwC
approximately $180,000 for services. PwC agrees to waive these
fees upon approval of the retention.
The firm's rates are:
Personnel Rates
--------- -----
Partners/Managing Directors $610-$790
Director/Manager $435-$560
Senior Associate/Associate $305-$360
Paraprofessional Staff $110-$200
PwC will also bill the Debtors for reasonable out-of-pocket
expenses and internal per-ticket charges for booking travel
Perry M. Mandarino, partner of PricewaterhouseCoopers LLP, attests
that the firm is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code.
About Chef Solutions
Chef Solutions Inc., through subsidiary Orval Kent Food, is the
second largest manufacturer in North America of fresh prepared
foods for retail, foodservice and commercial channels.
Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011. Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.
Judge Kevin Gross presides over the case. Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent. Piper Jaffray & Co.
has been hired as investment banker. PricewaterhouseCoopers
serves as financial advisor.
On the Petition Date, the Debtors entered into an asset purchase
agreement with RMJV, L.P., for the sale of substantially all of
their assets. On Nov. 15, 2011, the Court approved the APA and
the Sale, and on Nov. 21, 2011, the Sale closed.
Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case. Mesirow Financial
Consulting, LLC, is the financial advisor.
CHEF SOLUTIONS: Plan Confirmation Hearing Set for April 26
----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on April 26, 2012, at
11:00 a.m. (Eastern Daylight Time), to consider the confirmation
of Food Processing Liquidation Holdings, LLC, formerly known as
Chef Solutions Holdings, LLC, et al.'s Plan of Liquidation dated
March 16, 2012.
The Court also set April 18, at 4:00 p.m., as the deadline for
filing of (i) ballots accepting or rejecting the Plan, and (ii)
objections, if any, to the confirmation of the Plan.
The 3018 motion deadline will be April 11, and the 3018 objection
deadline will be April 19, at 4:00 p.m.
According to the Disclosure Statement, the Debtors proposed the
Plan, in consultation with, and with the active involvement of,
the Creditors Committee, over the alternative of converting the
cases to Chapter 7 of the Bankruptcy Code because the Debtors, and
the Creditors' Committee, believe that (i) the Plan ensures a
timely resolution of the cases, including the distribution of the
remaining assets, and (ii) the Plan avoids unnecessary costs to
the Debtors' estates which would accrue is the cases be converted
to Chapter 7 of the Bankruptcy Code. For these reasons, both the
Debtors and the Creditors Committee are in favor of the Plan.
The estimated percentage recovery of each creditor is:
Class 1 Allowed Secured Claims 100%
Class 2 Allowed Other Priority Claims 100%
Class 3 Allowed General Unsecured Claims 0.5% - 5.0%
Class 4 Intercompany Claims 0%
Class 5 Interests 5%
The Plan provides, among other things, that (i) if the
Distribution to the Record Holder of an Allowed General Unsecured
Claim would be less than $25, the Distribution will not be made
and the amount of the Distribution will be included in the Cash to
be Distributed to all other Record Holders of Allowed General
Unsecured Claims, and (ii) Holdings, in its discretion but in good
faith and in consultation with its attorneys and advisors, which
may include the Creditors' Committee and its current attorneys and
financial advisor, may determine not to make any Distributions on
account of any Allowed General Unsecured Claims until (i) all
General Unsecured Claims that are Disputed Claims become Allowed
Claims or Disallowed Claims, and (ii) the closing date of the sale
of the Wheeling Facility. Notwithstanding the discretion,
Holdings will make a Distribution soon as practicable after the
closing of the sale of the Wheeling Facility.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CHEF_SOLUTIONS_ds.pdf
About Chef Solutions
Chef Solutions Inc., through subsidiary Orval Kent Food, is the
second largest manufacturer in North America of fresh prepared
foods for retail, foodservice and commercial channels.
Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011. Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.
Judge Kevin Gross presides over the case. Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent. Piper Jaffray & Co.
has been hired as investment banker. PricewaterhouseCoopers
serves as financial advisor.
On the Petition Date, the Debtors entered into an asset purchase
agreement with RMJV, L.P., for the sale of substantially all of
their assets. On Nov. 15, 2011, the Court approved the APA and
the Sale, and on Nov. 21, 2011, the Sale closed.
Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case. Mesirow Financial
Consulting, LLC, is the financial advisor.
CHRIST HOSPITAL: PBGC Takes Over Pension Plan
---------------------------------------------
Jerry Geisel at Pension&Investments reports that the Pension
Benefit Guaranty Corporation has taken over pension plans
sponsored by Christ Hospital. The PBGC said it will guarantee $89
million of the $92 million shortfall.
According to the report, the $89 million loss from the Christ
Hospital takeover is the PBGC's biggest in fiscal 2012. The
agency's biggest loss in fiscal 2011 also involved a health-care
system. Last year, the PBGC took over a pension plan sponsored by
Forum Health Inc., a Youngstown, Ohio-based hospital and health
care system that filed for Chapter 11 bankruptcy reorganization in
2009 and has since sold off its assets. That PBGC takeover of the
Forum Health plan cost the agency about $150 million.
About Christ Hospital
Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County. The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer. Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.
Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through. Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel. Alvarez & Marsal North America LLC serves as financial
advisor. Logan & Company Inc. serves as the Debtor's claim and
noticing agent.
The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.
DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.
Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors. J.H.
Cohn LLP serves as financial advisor to the committee.
Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman. She is represented by Greenberg
Traurig as counsel.
Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.
CHURCH STREET: Gets Final Approval for $12MM DIP Loan
-----------------------------------------------------
The Bankruptcy Court for the Middle District of Tennessee, in a
final order, authorized Church Street Health Management, LLC, et
al., to:
i) obtain senior secured postpetition financing of up to
$12,000,000 on a revolving basis from Garrison Loan Agency
Services LLC (and its affiliates), as administrative agent and
collateral agent and such other lenders (and their affiliates)
under the Prepetition Facilities; and
iii) use cash collateral, including the restricted funds of the
prepetition agent and the existing lenders.
The Debtors would use the funds from the DIP Facility in order to
continue operations and to administer and preserve the value of
their estates.
As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the DIP Lenders
replacement liens, and superpriority administrative claim status,
subject to carve out on certain expenses. The Debtor will also
make adequate protection payments.
About Church Street
Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.
The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).
As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million. There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts. The company's finances are
structured to comply with Islamic Shariah financing regulations.
In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor. Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street. Morgan Joseph
TriArtisan, LLC, is the investment banker. Garden City Group is
the claims and notice agent.
Garrison Investment Group is providing funding for the Chapter 11
case. The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.
CLIFFS COMMUNITIES: Keowee Falls Taps Levy Law as Counsel
---------------------------------------------------------
Keowee Falls Investment Group, LLC, asks the U.S. Bankruptcy Court
for the District of South Carolina for permission to employ Levy
Law Firm, LLC as counsel.
R. Geoffrey Levy, a member of Levy, tells the Court that Levy has
received prepetition payments for costs and services from Debtor
as:
Feb. 22, 2012: $30,000 retainer received from Cliffs Management
Services, LLC
March 1, 2012: $20,000 retainer received from Cliffs Management
Services, LLC; and
March 2, 2012: Prepetition fees and costs until March 2 paid to
Levy from retainer -- $12,411.
The hourly rates of Levy's personnel are:
R. Geoffrey Levy, attorney $425
Susan M. Levy, attorney $275
Robin C. Osborne, bankruptcy paralegal $150
Brien P. Levy, bankruptcy paralegal $120
Mr. Levy assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Cliffs Club
Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.
The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold. There are currently
1,385 finished homes, with 63 under construction. The properties
for sale are owned by non-debtor DevCo entities.
The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina. The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million. The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.
Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012. Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.
Judge John E. Waites presides over the Debtors' cases. Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel. Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO. BMC Group Inc. serves as the
Debtors' claims and noticing agent.
According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011. The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011. The
petition was signed by Timothy P. Cherry, authorized officer.
Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.
The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.
CNG PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: CNG Properties, LLC
7320 Pacific Highway East
Milton, WA 98354
Bankruptcy Case No.: 12-41873
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Paul B. Snyder
Debtor's Counsel: Christopher A. Benson, Esq.
LAW OFFICES OF CHRISTOPHER A BENSON, PLLC
1814 S 324th Pl., Suite B
Federal Way, WA 98003
Tel: (253) 815-6940
E-mail: cbenson@cbenson.com
Scheduled Assets: $1,817,062
Scheduled Liabilities: $1,197,190
In its list of 20 largest unsecured creditors, the Company placed
only one entry:
Entity Nature of Claim Claim Amount
------ --------------- ------------
City of Milton Utilities $915
100 Laurel St.
Milton, WA 98354
The petition was signed by Christopher Guzek, member.
COLONIAL GOLF: Businessmen to Back Chapter 11 Plan
--------------------------------------------------
Michelle Hunter at the Times-Picayune reports that businessman
John Georges said last week that he and a partner have agreed to
put up the cash needed to maintain the 88-acre green space at
Colonial Golf & Country Club, and also confirmed that they intend
to back a plan being formulated to allow the country club to
emerge from Chapter 11 bankruptcy protection.
According to the report, Mr. Georges declined to name is partner.
But court motions filed in bankruptcy court identify him as local
developer Wayne Ducote. "We've agreed to provide the financing to
the plan to take the thing out of bankruptcy," the report quotes
Mr. Georges as saying.
The report relates Tristan Manthey and William Patrick, the
attorneys representing Colonial Country Club in the Chapter 11
proceedings, have filed a motion asking the court to allow Messrs.
Georges and Ducote to loan the club the money necessary to
maintain the property during the bankruptcy process.
The report relates Mr. Georges said that includes basics such as
cutting the grass and keeping up insurance payments. The costs
are expected to total a little more than $94,000 for the period
between March and June, according to court records. Messrs.
Georges and Ducote entered into the agreement with Colonial just
before the property was scheduled to be auctioned at a Feb. 22
Sheriff's sale. The club had been seized during foreclosure
proceedings by its main creditor, Louis Lauricella-owned Colonial
Finance LLC.
The report notes Colonial Finance loaned the club more than
$4.5 million in 2007 to pay off its debt. But Mr. Lauricella
requested repayment after a development venture soured. The club
now owes $7.8 million with added interest and attorneys fees.
The report adds that, during negotiations with the club, Messrs.
Georges and Ducote also reached an agreement that "will satisfy
the Colonial Finance Loan, and provide substantial recovery to
unsecured creditors" if implemented.
According to the report, Mr. Georges did not reveal any details of
the reorganization plan that must be presented to the court within
120 days of the bankruptcy filing. But he said he stepped forward
because of his ties to both the club and the city.
Colonial Golf and Country Club -- http://www.colonialgolfcc.com/
-- which operates a golf course in Harahan, Louisiana, filed
for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 12-10472) on
Feb. 21, 2012. Judge Elizabeth W. Magner presides over the case.
The Debtor is represented by Tristan E. Manthey, Esq., at Heller,
Draper, Patrick & Horn, LLC. The Debtor estimated $1 million to
$10 million in assets and debts. The petition was signed by
Anthony R. Manzella, Jr., majority shareholder.
COLORADO ALTITUDE: Hypoxico Fails in Bid to Prohibit Cash Use
-------------------------------------------------------------
Bankruptcy Judge Elizabeth E. Brown denied, without prejudice, the
request of Hypoxico, LLC, to prohibit Colorado Altitude Training
LLC's use of revenue generated by the sales of any tent-related
items. Hypoxico claims that such revenue is its cash collateral
pursuant to a jury verdict in its favor entered in the New York
Patent Infringement Action.
While the Debtor agrees that there is a jury verdict finding that
the Debtor's tent systems infringe Hypoxico's patents, it objects
to Hypoxico's Motion on the basis that no judgment has been
entered on the jury verdict, which is subject to post-trial
motions, and no constructive trust has been imposed in the Patent
Infringement Action. In addition, the Debtor points out that an
estimated 85% of its revenue is derived from other products not
found to infringe, so it does not make sense to treat all of the
Debtor's revenue as Hypoxico's cash collateral.
Hypoxico argues that Debtor's postpetition earnings are its cash
collateral based on case law that says that a defendant who is
liable in a patent infringement action may be deemed to hold its
profits in constructive trust for the injured plaintiff if the
defendant's sales were attributable to the infringing use.
Hypoxico cited George Basch Co., Inc. v. Blue Coral, Inc., 968
F.2d 1532, 1538 (2nd Cir. 1992)(a trademark infringement case).
Judge Brown noted that at least one court has found that such a
constructive trust, once imposed in a patent infringement case,
related back to the time of filing of the application which
ultimately resulted in the patent being infringed. The Court
cited Curtis Mfg. Co., Inc. v. Plasti-Clip Corp., 933 F.Supp. 94,
106-7 (D. N.H. 1995). While this may be true, Judge Brown said
Hypoxico does not yet have a judgment finding the Debtor liable
for infringement, much less finding that the Debtor's revenues
should be subjected to a constructive trust. Accordingly, the
cases cited by Hypoxico do not support its argument that the
Debtor's revenue is its cash collateral.
To the extent that Hypoxico's Motion seeks to have the Bankruptcy
Court, in effect, impose a constructive trust on the Debtor's
revenues, Judge Brown said Hypoxico has not met its burden of
demonstrating that it is entitled such a remedy. To warrant
imposition of a constructive trust over property of a debtor, thus
excluding that property from the estate, a claimant must (1) show
fraud or mistake in the debtor's acquisition of the property; and
(2) be able to trace the wrongfully held property, the Court said,
citing In re Seneca Oil, 906 F.2d 1445, 1449 (10th Cir. 1990).
Hypoxico's Motion does neither.
A copy of the Court's March 23, 2012 Order is available at
http://is.gd/5nS5WXfrom Leagle.com.
Based in Louisville, Colorado, Colorado Altitude Training LLC
filed a Chapter 11 petition (Bankr. D. Colo. Case No: 10-21951) on
May 14, 2010. Judge Elizabeth E. Brown presides over the case.
Peter J. Lucas, Esq., in Denver, serves as the Debtor's counsel.
In its petition, the Debtor estimated $100,001 to $500,000 in
assets and $1 million to $10 million in debts. The petition was
signed by L.M. Kutt, CEO.
COMMERCE PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Commerce Park Associates 2, LLC
dba CETERO
207 Quaker Ln., Suite 300
West Warwick, RI 02893-2283
Bankruptcy Case No.: 12-10946
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
District of Rhode Island (Providence)
Judge: Arthur N. Votolato
Debtor's Counsel: Andrew S. Richardson, Esq.
BOYAJIAN HARRINGTON & RICHARDSON
182 Waterman Street
Providence, RI 02906
Tel: (401) 273-9600
E-mail: andy@bhrlaw.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 Melissa A. Faria, manager.
COMMUNITY MEMORIAL: Court Approves Sale to McLaren Health
---------------------------------------------------------
The Associated Press reports that Bankruptcy Judge Daniel Opperman
has approved the sale of Cheboygan Memorial Hospital to Flint-
based McLaren Health Care Corp. Judge Opperman set April 3 as the
closing date.
According to the company's CEO Shari Schult, the sale means the
Cheboygan hospital will be able to continue serving the community
as it has for nearly 70 years.
As reported by the Troubled Company Reporter, the Debtor and
McLaren have an Asset Purchase Agreement to buy most of the
Debtor's assets for $5 million. McLaren is also providing up to
$2 million in DIP financing. The APA requires that any
outstanding balances on the postpetition financing will be
credited toward the purchase price.
Meanwhile, Rachel Brougham at petoskeynews.com reports that the
hospital's board of trustees has said it will close the hospital's
long-term care facility, Larson Hall. The closure comes after
negotiations have been unable to produce a resolution regarding
Medicare and Medicaid funding needed to maintain the services.
"The decision to close our long-term care facility is a very
disappointing outcome after such an intensive effort to preserve
this service in our community," petoskeynews.com quotes Ms. Schult
as saying. "Larson Hall is considered home for our residents.
Cheboygan Memorial Hospital has had a proud tradition of providing
personal care throughout its history, and our long-term care staff
has been known for their personal, loving care of our residents."
About Community Memorial Hospital
Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees
the case. Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel. The Debtor's financial advisor
is Conway Mackenzie Inc. The Debtor estimated assets and debts of
$10 million to $50 million.
Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code. The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast. The Debtor has 395 employees.
Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC. AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.
Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.
The U.S. Trustee also has appointed an official committee of
unsecured creditors.
COMVERGE INC: Enters Into Definitive Deal to be Acquired by H.I.G.
------------------------------------------------------------------
Comverge, Inc. has entered into an agreement to be acquired by
Peak Merger Corp., an affiliate of H.I.G. Capital, LLC, a leading
global private investment firm, for $1.75 per share in cash, or
approximately $49 million in equity value.
The offer price represents a premium of approximately 18 percent
over Comverge's average closing price of $1.48 over the last 30
days. The H.I.G. Capital offer is not subject to a financing
condition. Affiliates of H.I.G. Capital will provide debt
financing to Comverge in the amount of $12.0 million, which is not
contingent on the closing of the acquisition by H.I.G. Capital.
Acting upon the unanimous recommendation of the Strategy Committee
of the Board, which is comprised entirely of independent
directors, the Comverge Board of Directors has approved the
definitive agreement.
"Today's announcement is the culmination of an extensive review of
financing and strategic alternatives available to Comverge," said
Alec Dreyer, Comverge's Chairman of the Board of Directors. "We
are pleased to have found a solution to the Company's immediate
need for capital to fund ongoing operations that not only
preserves value for stockholders but also provides immediate cash
value to stockholders. The transaction addresses the risks
associated with the Company's liquidity position, provides for our
financial viability going forward and allows Comverge to continue
to execute on its business plan with the financial backing of
H.I.G. Capital. Our Board of Directors is pleased with the
outcome of this review process and believes that the transaction
with H.I.G. Capital is in the best interests of our stockholders."
"We are excited to have reached this agreement that will best
position Comverge for long-term success, while at the same time
providing a return to shareholders and an immediate cash infusion
to the Company," said Brian Schwartz, Executive Managing Director,
H.I.G. Capital. "We have been impressed with the level of
innovation, solutions, customer base, and the market outlook for
demand response. Under H.I.G. Capital's ownership, Comverge will
have the necessary capital to focus its efforts on enhancing and
broadening its solutions portfolio, which will ultimately enhance
the Company's long-term growth prospects. We look forward to
finalizing this transaction and working closely with the Company
over the coming months to promote Comverge's continued success."
Review of Financing and Strategic Alternatives
Since the fall of 2010, Comverge has actively sought additional
capital financing necessary to support the execution of the
Company's business plan and has explored a variety of financing
alternatives and strategic alternatives. The Board of Directors
considered a variety of alternatives, including continuing to
operate as a stand-alone company, financing the Company through
the issuance of additional equity or debt, selling various Company
assets and selling the Company as a whole.
On March 15, 2012, Comverge filed its Form 10-K, which included an
opinion from its independent auditor that due to the combination
of the amount of cash flow that is expected from operations, debt
that is due in 2012, and the Company's inability to comply with
restrictive debt covenants, there is substantial doubt about
Comverge's ability to continue as a going concern. In addition,
Comverge's primary and secondary lienholders have issued
amortization and default notices, which has significantly
accelerated the need for capital and also made it extremely
challenging for the Company to raise capital by either issuing
equity or securing additional debt. Certain contractual rights of
the lienholders also have adversely affected Comverge's ability to
raise capital from third parties. Absent the H.I.G. Capital
transaction, Comverge believes it would be unable to raise the
necessary capital to fund continuing operations, which would place
existing stockholder investment in the Company at significant
risk.
Transaction Terms
Pursuant to the definitive agreement, Comverge is permitted to
solicit alternative proposals from third parties during a go-shop
period of 30 days following the date of the definitive agreement,
with the potential for a 10 day extension. There can be no
assurance that the solicitation of alternative proposals will
result in Comverge receiving a superior proposal from a third
party, or that if the Company does receive an alternative proposal
that is a superior proposal, that a transaction relating to the
superior proposal will be completed. J.P. Morgan, which has acted
as the Company's financial advisor over the last 18months
regarding financing and strategic alternatives, will advise the
Company during the go-shop period. Comverge does not anticipate
that it will disclose any developments with regard to this go-shop
process unless the Company's Board of Directors makes a decision
with respect to a potential superior proposal.
In connection with today's announcement, it is expected that
H.I.G. Capital will commence a tender offer for all of the
outstanding shares of Comverge not earlier than 10 business days
or later than 20 business days after the date of the definitive
agreement. The tender offer is conditioned upon, among other
things, satisfaction of the minimum tender condition of a majority
of the Company's outstanding common stock, receipt of regulatory
approvals, and other customary closing conditions.
If the tender offer is completed, H.I.G. Capital will acquire all
remaining shares of the Company's common stock through a second-
step merger in which the holders of all shares not tendered in the
tender offer and with respect to which appraisal rights are not
timely and properly exercised will receive $1.75 in cash for each
share of Comverge common stock they own, the same consideration
per share as paid in the tender offer.
In connection with entering into the definitive agreement, the
Company also entered into forbearance agreements with its senior
lender, Silicon Valley Bank, and its junior lenders, Grace Bay
Holdings II, LLC and the purchasers of the $12 million in
indebtedness referenced above. These forbearance agreements
provide Comverge with the ability to pursue the transactions
contemplated by the definitive agreement, including the
opportunity for Comverge to pursue a superior proposal during the
go-shop period and as otherwise provided in the definitive
agreement.
About Comverge
With more than 500 utility and 2,100 commercial customers, as well
as five million residential deployments, Comverge --
http://www.comverge.com/-- brings unparalleled industry knowledge
and experience to offer the most reliable, easy-to-use, and cost-
effective intelligent energy management programs
About H.I.G. Capital
H.I.G. Capital, LLC is a leading global private equity investment
firm with more than $8.5 billion of equity capital under
management. Based in Miami, and with offices in Atlanta, Boston,
Chicago, Dallas, New York, and San Francisco in the U.S., as well
as international affiliate offices in London, Hamburg, Madrid,
Paris, and Rio de Janeiro, H.I.G. specializes in providing capital
to small and medium-sized companies with attractive growth
potential. H.I.G. invests in management-led buyouts and
recapitalizations of profitable and well managed manufacturing or
service businesses. H.I.G. also has extensive experience with
financial restructurings and operational turnarounds. Since its
founding in 1993, H.I.G. invested in and managed more than 200
companies worldwide.
CONTRACT RESEARCH: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Contract Research Solutions, Inc.
2000 Regency Parkway, Suite 255
Cary, NC 27518
Bankruptcy Case No.: 12-11004
Affiliates that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
Allied Research Holdings Inc. 12-11005
Allied Research International Inc. (Ontario) 12-11006
Allied Research International, Inc. (Florida) 12-11007
Allied Research International India, LLC 12-11008
Allied International U.S., LLC 12-11009
BA Research Co. 12-11010
BA Research International Holdings, LLC 12-11011
BA Research International, LP 12-11012
BARI Management, LLC 12-11013
BARI Merger Sub, LLC 12-11014
BARI Partners, G.P. 12-11015
Bioassay Research Co. 12-11016
CRS Management, Inc. 12-11017
CRS Real Estate Holdings LLC 12-11018
Diabetes and Glandular Disease Research Assoc., Inc. 12-11019
Gateway Medical Research, Inc. 12-11020
PRACS Dermatology, LLC 12-11021
PRACS Institute, Ltd. 12-11022
Specialty Research, Inc. 12-11023
Chapter 11 Petition Date: March 26, 2012
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Judge: Kevin Gross
About the Debtor: Cetero is a provider of early phase clinical
research services. It owns and operates
clinical research facilities and bioanalytical
laboratories in North Dakota, Florida,
Missouri, Texas and in Ontario, Canada.
Cetero has signed a deal to sell all the assets
to the first lien lenders, absent higher and
better offers in a bankruptcy auction. The
lenders are providing $15 million to fund the
Chapter 11 case.
Debtors' Local
Delaware Counsel: Jaime Luton Chapman, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899-0951
Tel: (302) 571-6600
E-mail: bankfilings@ycst.com
- and ?
M. Blake Cleary, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: bankfilings@ycst.com
Debtors'
Restructuring
Counsel: PAUL HASTINGS LLP
Debtors'
General
Canadian Counsel: STIKEMAN ELLIOTT LLP
Debtors'
Financial
Advisor: JEFFERIES & CO.
Debtors'
Restructuring
Advisor: CARL MARKS ADVISORY GROUP LLC
Debtors'
Claims/Noticing
Agent: EPIQ BANKRUPTCY SOLUTIONS
Total Assets: $205 million as of Feb. 29, 2012
Total Debts: $248 million as of Feb. 29, 2012
The petitions were signed by Michael T. Murren, CFO.
Contract Research's List of Its 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
MacKinnon Calderwood Advertising Trade Debt $154,405
1555 Dundas Street West
Mississauga, ON L5C 1E3
Canada
South Texas Radiology Imaging Trade Debt $141,582
Centers
8109 Fredericksburg Road
San Antonio, TX 78229
Cytoquest Corp. Trade Debt $121,435
200 Elizabeth Street
Toronto, ON M5G 2C4
Canada
Sterling Development Group Three, Trade Debt $89,800
LLC
Quest Diagnostics Trade Debt $86,375
Siemens Healthcare Diagnostics Trade Debt $38,393
Inc.
Greer Laboratories Trade Debt $38,212
Cass County Electric Cooperative Trade Debt $34,092
Fisher Scientific Trade Debt $32,760
McKesson Medical Surgical Inc. Trade Debt $31,394
The Regents of the University of Trade Debt $28,250
California
U.S. Department of the Treasury Unemployment Taxes $26,289
North Dakota Tax Commissioner Withholding Taxes $25,965
VWR International Trade Debt $25,681
Texas Workforce Commission Unemployment Taxes $24,655
Beckman Coulter, Inc. Trade Debt $21,299
Eide Bailly LLP Trade Debt $20,800
Missouri Dept. of Revenue Unemployment Taxes $19,831
Priority Sales Recruiting Inc. Trade Debt $18,000
Phenomenex Trade Debt $17,977
World Courier Trade Debt $17,354
Job Service North Dakota Unemployment Taxes $16,762
Rose Scientific Ltd. Trade Debt $15,992
Bass Building Maintenance Ltd. Trade Debt $15,122
Reliant Energy HL&P Trade Debt $14,812
BCBS Trade Debt $14,000
Emergency Responder, Inc. Trade Debt $13,112
Treasurer, City of Toronto Property Taxes $12,841
Cardinal Health Trade Debt $11,925
Classical 96.3 FM Trade Debt $10,531
COO COO'S NEST: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Coo Coo's Nest, LLC
P.O. Box 61
Cumming, GA 30028
Bankruptcy Case No.: 12-21116
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Northern District of Georgia (Gainesville)
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: (404) 564-9301
E-mail: cmccord@joneswalden.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by Steve Sayer, managing member.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Steve F. Sayer 12-21110 03/22/12
The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Jake Helder -- $4,500
8879 SE Hawksbill Way
Hobe Sound, FL 33455
CUSTER ROAD: Wants to Hire Ross Helbing as Appraiser
----------------------------------------------------
Custer Road Marketplace, Ltd., seeks permission from the
Bankruptcy Court to employ Ross C. Helbing of Neugent & Helbing,
Inc., as appraiser. Helbing will assist in valuing the principal
asset of the Debtor, real estate, for purposes of proposing and
confirming a plan of reorganization.
The Debtor requests that the Court authorize the retention of
Helbing for a fee of $6,500 to prepare an appraisal of the
Debtor's principal asset, real property, and payment at the hourly
rate of $250 per hour with a minimum of $1,000 for deposition and
trial preparation and testimony and assistance with evaluation of
any other appraisals and depositions and trial testimony of any
other experts.
The Debtor will also reimburse the firm for all its expenses.
Helbing has received a retainer of $3,500 from the Stanley V.
Graff Irrevocable Trust.
To the Debtor's knowledge, Helbing is disinterested and does not
represent any interest that is materially adverse to the interests
of the bankruptcy estate.
Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating
$10 million to $50 million in assets and debts. Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel. Judge Brenda T.
Rhoades presides over the case.
CUSTER ROAD: Files Schedules of Assets and Liabilities
------------------------------------------------------
Custer Road Marketplace, Ltd., filed with the Bankruptcy Court its
schedules of assets and liabilities disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $20,000,000
B. Personal Property $3,183,800
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $17,005,730
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $2,251,672
----------- -----------
TOTAL $23,183,800 $19,257,403
A copy of the Schedules is available for free at:
http://bankrupt.com/misc/CUSTER_ROAD_sal.pdf
Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012. Richard W.
Ward, Esq., serves as the Debtor's bankruptcy counsel. Judge
Brenda T. Rhoades presides over the case.
D&D DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: D&D Developers, Ltd.
8875 Hartman Road
Nunda, NY 14517-9759
Bankruptcy Case No.: 12-20486
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Western District of New York (Rochester)
Judge: Paul R. Warren
Debtor's Counsel: David H. Ealy, Esq.
TREVETT, CRISTO, SALZER & ANDOLINA P.C.
2 State Street, Suite 1000
Rochester, NY 14614
Tel: (585) 454-2181
Fax: (585) 454-4026
E-mail: dealy@trevettlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nywb12-20486.pdf
The petition was signed by Douglas S. Edmond, president.
DC & R INC: Seeks Chapter 11 Bankruptcy Protection in St. Paul
--------------------------------------------------------------
Star Tribune notes that DC & R Inc. at 1185 N. Concord St.,
South St. Paul, Minnesota, filed for Chapter 11 bankruptcy (Bankr.
D. Minn. Case No. 12-31529) on March 20, 2012. The Company has
yet to file its schedules. Pamela Rieck is the Company's
president.
DELTA PETROLEUM: Wants to Amend DIP Credit Agreement
----------------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court a motion for approval to enter into an
amendment to the Company's D.I.P. credit agreement to avoid the
occurrence of an event of default due to the breach of the
March 31, 2012 milestone that would be caused by the amended bid
procedures.
Under the amendment, the D.I.P. credit facility will be increased
by $1.4 million, from $57,500,000 to $58,900,000, Schedule M of
the credit agreement is amended by (i) extending the first
milestone to April 30, 2012 and (ii) the second milestone to
May 30, 2012. In addition, the Debtors agree to pay an extension
fee of $287,500.
About Delta Petroleum
Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil. Natural gas comprises over 90% of Delta's production
services. The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.
Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business. Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007. In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.
W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel. Conway Mackenzie is the
Debtors's restructuring advisor. Evercore Group L.L.C. is the
financial advisor and investment banker. The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The
petition was signed by Carl E. Lakey, chief executive officer and
president.
The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.
DELTA PETROLEUM: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its unsolicited 'D'
corporate credit rating and 'D' unsecured issue-level rating on
Delta Petroleum Corp.
"We withdrew the ratings due to a lack of adequate timely
information to maintain them," said Standard & Poor's credit
analyst Marc D. Bromberg.
"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 our Credit Ratings Information and Data
Policy but does not guarantee the accuracy, adequacy, or
completeness of any information used," S&P said.
DETROIT, MI: Court Clears Way for Rescue Pact for Detroit
---------------------------------------------------------
American Bankruptcy Institute reports that Michigan's Court of
Appeals has cleared the way for a team appointed by the governor
to come up with a consent deal to keep afloat Detroit.
DEX ONE: S&P Cuts Corporate Credit Rating to 'D' After Repurchase
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cary, N.C.-based Dex One Corp. and related entities to
'SD' from 'CC'.
"At the same time, we lowered our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 to 'D' from
'C'. The recovery rating on these loans remains at '5', indicating
our expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.
"The downgrade reflects the application of our criteria on subpar
repurchase transactions, which we view as tantamount to a
default," noted Standard & Poor's credit analyst Chris Valentine.
"Moreover, the company's March 9, 2012 amendment allows for
ongoing subpar repurchases of its term debt until 2013, as long as
certain conditions are met. Additionally, on March 22, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks," S&P said.
"We view Dex One's rising debt leverage, low debt trading levels,
weak operating outlook, and steadily declining discretionary cash
flow as indications of financial distress. As such, we assess the
company's financial risk profile as 'highly leveraged,' as per our
criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.
"Under our base-case scenario, we expect Dex One's 2012 revenues
and EBITDA to show a mid-teens percentage and high-teens to low-
20% rate decline, reflecting ongoing advertising declines due to a
continued shift toward more efficient and lower cost digital
platforms. Despite good growth in online bookings, which amount to
about 20% of total bookings, we believe that total bookings will
continue to decline at a mid-teens percentage rate over the near
term. We do not expect that digital booking growth will offset
print booking declines because Dex One has not been able to
convert a significant portion of its print customer relationships
into digital customers even though some have been bundled. As a
result, we expect the EBITDA margin to deteriorate at an
increasing rate, leverage to continue to rise, and discretionary
cash flow to decline further," S&P said.
"We will reassess the company's business and financial outlook
over the intermediate term. Due to the small amount of debt
tendered thus far, the post-tender capital structure remains
virtually unchanged. Our reassessment will include the possibility
of further subpar repurchases," S&P said.
DGMLK LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: DGMLK, LLC
Mesch, Clark & Rothschild, PC
259 N Meyer Ave
Tucson, AZ 85701
Bankruptcy Case No.: 12-05952
Chapter 11 Petition Date: March 23, 2012
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Judge: Eileen W. Hollowell
Debtor's Counsel: David Jeffrey Hindman, Esq.
MESCH CLARK & ROTHSCHILD PC
259 N Meyer Ave.
Tucson, AZ 85701
Tel: (520) 624-8886
Fax: (520) 798-1037
E-mail: ecfbk@mcrazlaw.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 Mary Louise Krieg, manager.
DI SAFFORD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Di Safford LLC
Mesch, Clark & Rothschild, PC
259 N Meyer Ave
Tucson, AZ 85701
Bankruptcy Case No.: 12-05951
Chapter 11 Petition Date: March 23, 2012
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Judge: James M. Marlar
Debtor's Counsel: David Jeffrey Hindman, Esq.
MESCH CLARK & ROTHSCHILD PC
259 N Meyer Ave
Tucson, AZ 85701
Tel: (520) 624-8886
Fax: (520) 798-1037
E-mail: ecfbk@mcrazlaw.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 Mary Louise Krieg, manager/member.
DIAMOND FOODS: Has Forbearance with Lenders Until June 18
---------------------------------------------------------
Diamond Foods, Inc., has reached an agreement with its lenders to
amend its credit agreement. Under the amended agreement, Diamond,
working with its current bank group, will have continued access to
its existing revolving credit facility through June 18, 2012,
subject to Diamond's compliance with the terms and conditions of
the amendment. During this period, Diamond will continue to make
scheduled term loan payments. Also, Diamond continues to make
progress with its restatement and is pursuing actions with its
financial advisor, Dean Bradley Osborne, to explore capital
alternatives to strengthen the Company's balance sheet.
"I am pleased to have reached this agreement with our lender
group," said Rick Wolford, Diamond's Interim President and Chief
Executive Officer. "This agreement enables Diamond to continue to
work through our restatement process and with our financial
advisor to develop capital alternatives to strengthen Diamond's
balance sheet and reduce leverage. Also, during this period,
Diamond will continue working to rebuild our walnut grower
relationships, to take steps required to ensure Diamond's
competitiveness and ongoing success in the walnut industry and,
importantly, to continue to successfully support the growth of our
snack brands."
The amendment requires Diamond to suspend dividend payments to
stockholders. The interest rate on borrowings under the facility
will increase by 75 basis points. In addition, Diamond has agreed
to pay a one-time forbearance fee of 25 basis points to its
lenders.
The Company is party to a Credit Agreement, dated Feb. 25, 2010,
with Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, Barclays Capital, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York
Branch, and Bank of Montreal, as Joint Syndication Agents, the
other lenders party thereto, and Banc of America Securities LLC
and Barclays Capital, as Joint Lead Arrangers and Joint Book
Managers.
A copy of the Forbearance Agreement is available for free at:
http://is.gd/BMfMZZ
About Diamond Foods
The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.
The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer. Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings. Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe. Diamond has said it will cooperate with the SEC.
The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co. P&G has
said the deal hinges on the favorable resolution of the
investigations.
WSJ reports two of the five largest shareholders of Diamond Foods
dumped the bulk of their holdings amid the accounting probes. Del
Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September 2011, according to
FactSet Research, now owns just 40,000 shares, or 0.2% of the
company. BAMCO Inc., Diamond's fifth-largest shareholder in
September with 6.9% of the company, has since sold all of its
shares.
DIVERSAPACK OF MONROE: Meeting to Form Creditors' Panel Friday
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on March 30, 2012, at 1:00 p.m. in
the bankruptcy case of Diversapack of Monroe, LLC. The meeting
will be held at:
J. Caleb Boggs Federal Building
844 King Street, Room 2112
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
Diversapack of Monroe, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 12-10981). Judge Kevin Gross presides
over the case.
DIVERSAPACK OF MONROE: Case Summary & Creditors List
----------------------------------------------------
Debtor: Diversapack of Monroe, LLC
801 Garver Road North
Monroe, OH 45050
Bankruptcy Case No.: 12-10981
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Judge: Kevin Gross
Debtor's Counsel: Joseph J. McMahon, Jr., Esq.
CIARDI, CIARDI & ASTIN
919 N. Market Street, Suite 700
Wilmington, DE 19801
Tel: (302) 658-1100
Fax: 302-658-1300
E-mail: jmcmahon@ciardilaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb12-10981.pdf
The petition was signed by Jeffrey Morlando, chief financial
officer.
EASTMAN KODAK: Taps Brinks Hofer for ITC Suit vs. Apple, Samsung
----------------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors filed an application
seeking Court authority to hire Brinks Hofer Gilson & Lione as
their special litigation counsel.
Eastman Kodak tapped the firm to provide legal services related to
its claim of ownership of certain patents, and represent the
company before the International Trade Commission and the U.S.
District Court for the Western District of New York, which
oversees its patent-infringement suits against Apple Inc., HTC
Corp. and Samsung Electronics Co., Ltd.
The company will pay Brinks Hofer on an hourly basis and will
reimburse the firm for its expenses. The firm's hourly rates for
its partners range from $440 to $650; associates, $240 to $440;
and paralegals, $170 to $210. The hourly rates for other
professionals range from $100 to $155.
In a declaration, Laura Beth Miller, Esq., a shareholder at Brinks
Hofer, disclosed that the firm does not hold or represent interest
adverse to Eastman Kodak's estates.
A court hearing to consider approval of the application is
scheduled for April 18, 2012. Objections are due by April 11,
2012.
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan. Subsidiaries outside of the U.S. were not included in
the filing and were expected to continue to operate as usual.
KODAK, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. In recent years, Kodak has
been working to transform itself from a business primarily based
on film and consumer photography to a smaller business with a
digital growth strategy focused on the commercialization of
proprietary digital imaging and printing technologies.
Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents. In 1975, Kodak
scientists invented the first digital camera. Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices. Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.
Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011. The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.
Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.
Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt. Kodak also has roughly $425 million
in outstanding trade debt.
Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent. A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.
The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).
EASTMAN KODAK: April 26 Auction for Kodak Gallery Assets Approved
-----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York authorized Eastman Kodak Co. and its debtor-
affiliates to hold bidding in connection with the sale of its
KODAK Gallery online photo services business.
The court order comes after remaining objections to the bid
process were resolved. Wilmington Trust N.A. and the committee
representing Eastman Kodak's noteholders had questioned an aspect
of the bid process which they fear could chill the bidding.
The March 22 order also approved a deal between Eastman Kodak and
Shutterfly Inc., an Internet-based social expression and personal
publishing service.
Under the deal, Shutterfly offered to buy the assets for $23.8
million, including customer accounts and images in the U.S. and
Canada. Its offer will serve as the "stalking horse bid" or the
lead bid at the auction. Shutterfly will receive a $250,000
break-up fee should its deal with Eastman Kodak is terminated.
Eastman Kodak will hold an auction on April 26 if it receives an
offer from other bidders. The auction will be conducted at the
New York-based offices of Sullivan & Cromwell LLP.
Bidders are required to submit their proposals, with a cash
deposit equal to 10% of Shutterfly's $23.8 million offer, by April
20.
A court hearing will be convened on April 30 to consider the sale
of the online photo services business to the winning bidder.
Objections to the sale are due by April 23.
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan. Subsidiaries outside of the U.S. were not included in
the filing and were expected to continue to operate as usual.
KODAK, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. In recent years, Kodak has
been working to transform itself from a business primarily based
on film and consumer photography to a smaller business with a
digital growth strategy focused on the commercialization of
proprietary digital imaging and printing technologies.
Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents. In 1975, Kodak
scientists invented the first digital camera. Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices. Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.
Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011. The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.
Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.
Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt. Kodak also has roughly $425 million
in outstanding trade debt.
Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent. A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.
The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).
EASTMAN KODAK: Refutes Objections to End of Retiree Benefits
------------------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to
overrule objections to the proposed termination of medical
benefits for retirees eligible for Medicare.
Earlier, EKRA Ltd., an organization of retirees, and several Kodak
retired workers opposed the termination of the medical benefits
that would affect about 16,000 retirees who stopped working after
October 1991 or who became eligible to receive long-term
disability benefits after that date.
In court papers, Eastman Kodak argued the termination would reduce
its consolidated liability for the medical benefits by as much as
$215 million, resulting in annual cash savings of $18.1 million a
year.
Eastman Kodak pointed out the savings would help the company
continue other retiree medical benefits as it assesses
affordability. It also said the post-1991 Medicare benefits do
not provide "core medical coverage."
"Individuals affected by the change who have Medicare coverage
will continue to be covered by Medicare," Eastman Kodak said.
"Affected retirees typically will have access to a variety of
other insurance options to supplement their Medicare coverage and
also will be able to elect COBRA continuation coverage under the
debtors' applicable medical plan," the company further said.
Eastman Kodak also argued that it maintains the unilateral right
to terminate the post-1991 Medicare benefits and that those
benefits are not "vested."
The Official Committee of Unsecured Creditors expressed support of
the proposed termination.
Judge Delays Ruling on Kodak Benefits
Judge Allan Gropper postponed a decision on the proposed
termination of the medical benefits and asked that a retiree
committee be formed sooner rather than later, according to a
statement posted on EKRA's website.
Bob Volpe, president of EKRA, said the retiree organization is
pleased with the bankruptcy judge's decision.
"The judgment by the court keeps open the possible choices for a
broader, all-encompassing negotiated solution to reductions in
retiree benefits," Mr. Volpe said. "This decision also reinforces
the value of the 3 years of work invested by over 50 EKRA
volunteers to build a relevant organization."
Meanwhile, Marc Trevino, Esq., at Sullivan & Cromwell LLP, in New
York, made clear that the cuts to Medicare-eligible retirees are
not the only retiree benefits the company hopes to chop, Rochester
Democrat and Chronicle reported.
"This is the first step," the news agency quoted the Kodak lawyer
as telling the bankruptcy judge. "There will be other steps."
Mr. Trevino did not elaborate on what other cuts Eastman Kodak is
contemplating, according to the report.
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan. Subsidiaries outside of the U.S. were not included in
the filing and were expected to continue to operate as usual.
KODAK, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. In recent years, Kodak has
been working to transform itself from a business primarily based
on film and consumer photography to a smaller business with a
digital growth strategy focused on the commercialization of
proprietary digital imaging and printing technologies.
Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents. In 1975, Kodak
scientists invented the first digital camera. Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices. Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.
Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011. The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.
Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.
Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt. Kodak also has roughly $425 million
in outstanding trade debt.
Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent. A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.
The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).
EASTMAN KODAK: Ruling on Retiree Panel to Precede Termination
-------------------------------------------------------------
Two retiree groups argued before Judge Allan Gropper during a
March 20 hearing that an official committee of Eastman Kodak
retirees needs to be appointed in the Debtors' bankruptcy cases.
Representing the retirees, R. Scott Williams, Esq., at Haskell
Slaughter Young & Rediker LLC, in Birmingham, Alabama, told Judge
Gropper that "[m]ost of these folks are without college education"
Nick Brown of Reuters reported. "They are sitting there, needing
the healthcare benefits that their employers promised them."
Kodak opposed the request saying it is early in the case to decide
whether a committee was needed, Reuters related.
Reuters said Judge Gropper did not rule on the retirees' request
but said the matter should be decided before a ruling is made on
cutting benefits. He asked the parties to set an April hearing to
argue the matter further, the report said.
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan. Subsidiaries outside of the U.S. were not included in
the filing and were expected to continue to operate as usual.
KODAK, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. In recent years, Kodak has
been working to transform itself from a business primarily based
on film and consumer photography to a smaller business with a
digital growth strategy focused on the commercialization of
proprietary digital imaging and printing technologies.
Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents. In 1975, Kodak
scientists invented the first digital camera. Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices. Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.
Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011. The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.
Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.
Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt. Kodak also has roughly $425 million
in outstanding trade debt.
Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent. A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.
The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).
EL CENTRO MOTORS: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: El Centro Motors
dba Mighty Auto Parts
1520 W. Ford Drive
El Centro, CA 92243
Bankruptcy Case No.: 12-03860
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
Southern District of California (San Diego)
Judge: Peter W. Bowie
About the Debtor: The Debtor is the operator of a Ford-Lincoln
automobile dealership in El Centro, California.
The dealership generally operated at a profit,
until it suffered the same economic setbacks
suffered by dealerships across the country.
Debtor's Counsel: Krikor Meshefejian, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL, LLP
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
E-mail: kjm@lnbyb.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Dennis Nesselhauf, president and chief
executive officer.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Dealer Computer Services, Inc. Disputed $3,948,133
7676 Hazard Center Drive, #750 Arbitration Award
San Diego, CA 92108
Earl Cavanauh Promissory Note $2,705,000
P.O. Box 4184
El Centro, CA 92244
Blume, Faulker, Skeen & Norton Services $137,772
111 Spring Valley Road, Suite 250
Richardson, TX 75081
Orion Asset Management LLC Trade Debt $60,000
Cal State Auto Parts Inc. Trade Debt $55,638
Sanderson Ford Lincoln Mercury Trade Debt $48,000
Ad-Comp Disputed Worker's $44,000
Compensation Premiums
Key Logic Trade Debt $15,000
Young Auto Distributors Inc. Trade Debt $14,534
Maxum Petroleum Company Trade Debt $14,258
ELIZABETH ARDEN: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miramar, Fla.-based Elizabeth Arden Inc. to 'BB-' from
'B+'. The outlook is stable.
"In addition, we raised our issue-level rating on Elizabeth
Arden's senior unsecured notes due 2021 to 'BB-' from 'B+', driven
by the corporate credit rating upgrade. The recovery rating is
unchanged at '4', indicating our expectation of average (30% to
50%) recovery for debt holders in the event of payment default,"
S&P said.
"The rating actions reflect the company's good operating
performance since 2010," said Standard & Poor's credit analyst
Jacqueline Hui. "Credit metrics have improved through a
combination of margin expansion and lower debt levels."
"Adjusted leverage decreased to 2.3x for the 12 months ended Dec.
31, 2011, from 2.9x in the prior year, and adjusted EBITDA
interest coverage increased to 5.1x from 4.2x in the prior year.
We expect the company will be able to sustain credit metrics at
current levels over the next year," said Ms. Hui.
"The outlook is stable. We could lower the rating if global
macroeconomic conditions weaken, causing the company's operating
performance to deteriorate and leading leverage to increase to
over 4x. This could occur if EBITDA decreases 42% (assuming debt
levels do not materially change from current levels).
Alternatively, we could raise the rating if the company further
expands its margins, possibly due to continued cost savings from
its efficiency initiatives, and also diversifies its geographical
reach and product segments. We view this as unlikely over the
outlook period," S&P said.
EMPIRE LAND: Trustee Seek Sanction Against Ex-CEO, Attorneys
------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the bankruptcy
trustee for Empire Land LLC sought sanctions Friday against former
CEO James Previti and his counsel for demanding the trustee pay
$50 million for allegedly dragging Previti into a suit over a
doomed real estate project in California.
The dispute between Empire's Chapter 7 trustee Richard K. Diamond
and Mr. Previti stems from Empire's failed Anaverde real estate
development project in Palmdale, Calif., Law360 relates.
About Empire Land
Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona. As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects. The company
and seven of its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts. The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in these cases. The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel. Empire Land estimated assets and debts between $100
million to $500 million.
FASTSHIP INC.: Meeting to Form Creditors' Panel on Friday
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on March 30, 2012, at 10:00 a.m. in
the bankruptcy case of FastShip, Inc., et al. The meeting will be
held at:
J. Caleb Boggs Federal Building
844 King Street, Room 2112
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
FastShip, Inc. filed for Chapter 11 bankruptcy (Bankr. D. Del.
Case Nos. 12-10968) on March 20, 2011, in Delaware. Raymond
Howard Lemisch, Esq., at Benesch Friedlander Coplan & Aronoff,
LLP, serves as counsel to the Debtor. The Debtor estimated up to
$50,000 in assets and up to $50 million in liabilities.
FILENE'S BASEMENT: Seeks Court's Approval of Sale Procedures
------------------------------------------------------------
BankruptcyData.com reports that Filene's Basement and Syms filed
with the U.S. Bankruptcy Court a motion for an order approving
bidding procedures, the authority to hold an auction for the sale
of its intellectual property assets, authorizing the Debtors to
enter into one or more stalking horse agreements and to solicit
competing bids in accordance and scheduling an auction and sale
hearing.
BankruptcyData.com says the assets consist of, among other things,
(i) all of the Debtors' worldwide trademarks, including more than
forty registered United States trademarks as well as foreign and
state registered marks; (ii) more than seventy Internet domain
names including http://www.syms.com/and
http://www.filenesbasement.com/; (iii) a perpetual, royalty-free
license agreement with Macy's for the Filene's Basement trademark
and (iv) all of the Debtors' customer information, which primarily
consists of close to 2 million names, addresses and/or email
addresses of customers who joined one of the Debtors' two (2)
customer loyalty programs, the Syms Educated Consumer program and
the Filene's Basement Fan Club.
About Filene's Basement & Syms Corp.
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FIRSTFED FINANCIAL: Files First Amended Chapter 11 Plan
-------------------------------------------------------
BankruptcyData.com reports that FirstFed Financial creditor Holdco
Advisors filed with the U.S. Bankruptcy Court a First Amended
Chapter 11 Plan of Reorganization and related Disclosure
Statement.
"The Plan provides for the reorganization of the Debtor and for
Holders of certain Allowed Claims to receive equity in the
Reorganized Debtor, with the option to be elected by each Holder
of General Unsecured Claims to receive instead a 'cash out' right
of payment and/or a security that results in cash from certain of
the Debtor's assets, including Cash held by the Debtor as of the
Effective Date. In order to effectuate the Distributions, the Plan
provides that all of the assets of the Debtor's Estate (including
Causes of Action not expressly released under the Plan) shall vest
in the Reorganized Debtor and then, where applicable, be
distributed pursuant to the Plan....the Reorganized Debtor shall
continue to operate the Debtor's business as a going concern in
the real estate and financial services sectors, and will pursue
litigation, including litigation with the FDIC, and make
Distributions under the Plan," according to the Disclosure
Statement obtained by BankruptcyData.com.
About FirstFed Financial
Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries. The Bank was closed by federal regulators on
Dec. 18, 2009.
FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010. Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort. Garden City Group is the claims and
notice agent. The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.
The Debtor's exclusive period to propose a plan expired in January
2011.
The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.
As previously reported by the TCR on Feb. 16, 2012, Holdco
Advisors L.P., submitted to the Bankruptcy Court a proposed Plan
of Reorganization and explanatory Disclosure Statement for
Firstfed Financial Corp.
FMS REALTY: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: FMS Realty, Inc.
1301 101 Street
Bay Harbor Islands, FL 33154
Bankruptcy Case No.: 12-17059
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Robert A. Stok, Esq.
STOK FOLK + KON
18851 NE 29 Avenue, #1005
Aventura, FL 33180
Tel: (305) 935-4440
Fax: (305) 935-4470
E-mail: jjacobowitz@stoklaw.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb12-17059.pdf
The petition was signed by Moises Selesky, president.
FREEDOM STEEL: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Freedom Steel Building Corporation
110 SE 2 Street
Delray Beach, FL 33444
Bankruptcy Case No.: 12-16984
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Paul G. Hyman, Jr.
Debtor's Counsel: Julie E. Hough, Esq.
HOUGH LAW GROUP, PA
320 SE 11 Street
Ft. Lauderdale, FL 33316
Tel: (954) 239-4760
Fax: (954) 239-4761
E-mail: jhough@houghlawgroup.com
Scheduled Assets: $2,190,794
Scheduled Liabilities: $1,893,378
The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-16984.pdf
The petition was signed by Sean Hackner, president.
FRENCHAROMA IMPORTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Frencharoma Imports Co, Inc
9 Audrey Place
Fairfield, NJ 07004
Bankruptcy Case No.: 12-17286
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Donald H. Steckroth
Debtor's Counsel: Michael J. Sweeney, Esq.
HUNZIKER, JONES & SWEENEY
Wayne Plaza II
155 Route 46 West
Wayne, NJ 07470
Tel: (973) 256-0456
Fax: (973) 256-4784
E-mail: msweeney@hjslawoffice.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-17286.pdf
The petition was signed by John Martinez, president.
FULLER BRUSH: Committee Hires Kelley Drye as Counsel
----------------------------------------------------
The official committee of unsecured creditors of The Fuller Brush
Company, Inc., has tapped the law firm of Kelley Drye & Warren LLP
as counsel.
The Metropolitan Corporate Counsel reports that Kelley Drye is
working with Fuller Brush and its advisors to ensure that the
interests of the unsecured creditors are vigorously represented
throughout the Chapter 11 cases. The Kelley Drye team is led by
partners James S. Carr and Eric R. Wilson. The team includes
associates Kristin S. Elliott and Timothy B. Martin.
About The Fuller Brush Company
The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products. Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.
Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012. Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.
Fuller said it will be business as usual while undergoing Chapter
11 restructuring. But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.
Herrick Feinstein LP is the bankruptcy counsel.
Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.
An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million. An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.
An official committee of unsecured creditors has been appointed in
the case.
GLOBAL AVIATION: Committee Taps Imperial Capital as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Global Aviation Holdings Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District of New York for
permission to retain of Imperial Capital, LLC, as its financial
advisor.
Imperial will provide, among other things:
i) analysis of the Debtors' businesses, operations, properties,
financial condition, competition, forecast, prospects and
management;
ii) financial valuation of the ongoing operations of the
Debtors;
iii) assistance to the Committee in developing, evaluating,
structuring and negotiating the terms and conditions of a
potential restructuring plan, including the value of the
securities, if any, that may be issued under
a restructuring plan; and
iv) other financial advisory services with respect to the
Debtors' financial issues as may from time to time be agreed upon
between the Committee and Imperial.
The fee structure for Imperial's services in the cases, is
summarized as:
a) a financial advisory fee of $75,000 per month; and
b) a completion fee of not less than $250,000 and not more than
$750,000, in the amount as the Committee may determine in its sole
and reasonable discretion, payable in cash by wire upon Bankruptcy
Court approval and the consummation of a restructuring;
To the best of the Committee's knowledge, Imperial is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Global Aviation Holdings
Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services. North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft. World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.
Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.
Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.
The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011. Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan. Wells Fargo Bank NA is agent for both.
Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.
On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case. The
Committee tapped Lowenstein Sandler PC as its counsel.
GLOBAL AVIATION: Committee Taps Lowenstein Sandler as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Global Aviation Holdings Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District of New York for
permission to retain Lowenstein Sandler PC as its counsel.
The hourly rates of Lowenstein Sandler's personnel are:
Members of the Firm $435 - $895
Senior Counsel $390 - $660
(generally 10 or more
years experience)
Counsel $350 - $630
Associates $250 - $470
(generally less than
6 years experience)
Paralegals $145 - $245
To the best of the Committee's knowledge, Lowenstein Sandler is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code
About Global Aviation Holdings
Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services. North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft. World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.
Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.
Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.
The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011. Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan. Wells Fargo Bank NA is agent for both.
Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.
On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case. The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.
GLOBAL AVIATION: Ford & Harrison Ok'd to Handle Labor Issues
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Global Aviation Holdings Inc., et al., to employ Ford &
Harrison LLP as special counsel to the Debtors with respect to
labor issues, effective nunc pro tunc to the Commencement Date.
As reported in the Troubled Company Reporter on March 13, 2012,
Ford & Harrison will provide services, to the extent necessary and
as requested by the Debtors, with respect to, among other issues,
any and all issues that may arise during these chapter 11 cases
related to:
a) all aspects of the Debtors' labor relations with the unions
that represent certain of the Debtors' employees who are
subject to collective bargaining agreements, including
issues relating to negotiations and, if necessary,
arbitration with the Unions regarding the Debtors'
collective bargaining agreements with such Unions; and
b) issues with respect to any relief sought or contemplated by
the Debtors under either Section 1113 or 1114 of the
Bankruptcy Code and any litigation related to such relief
and
c) any labor-related or other services as may be requested by
the Debtors.
Prepetition Date, Ford & Harrison received from the Debtors in
2011 a total of approximately $212,615 for services rendered, and
costs and expenses incurred, in representing the Debtors.
Consistent with the terms of the Engagement Letter, on Feb. 2,
2012, the Debtors paid $191,000 to Ford & Harrison as a classic
retainer.
To the best of the Debtors' knowledge, Ford & Harrison does not
hold or represent any interest adverse to the Debtors or the
Debtors' estates with respect to the matters on which Ford &
Harrison is to be employed.
About Global Aviation Holdings
Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services. North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft. World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.
Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.
Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.
The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011. Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan. Wells Fargo Bank NA is agent for both.
Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.
On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case. The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.
GLOBAL AVIATION: Kurtzman Carson OK'd as Administrative Agent
-------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Global Aviation Holdings
Inc., et al., to employ Kurtzman Carson Consultants LLC as
administrative agent in the Debtors' chapter 11 cases.
As reported in the Troubled Company Reporter on March 13, 2012,
KCC will, among other things:
a) assist with the preparation of the Debtors' schedules of
assets and liabilities and statement of financial affairs;
b) tabulate votes and perform subscription services as may be
requested or required in connection with any and all Plans
filed by the Debtors and provide ballot reports and related
balloting and tabulation services to the Debtors and their
professionals; and
c) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results.
The Debtors relate that the Court authorized the appointment of
KCC as their claims and noticing agent.
As part of the overall compensation payable to KCC under the terms
of the KCC Agreement, the Debtors have agreed to certain
indemnification and contribution obligations. The KCC Agreement
provides that the Debtors will indemnify and hold harmless KCC,
its officers, employees and agents under certain circumstances
specified in the KCC Agreement, except in circumstances of gross
negligence or willful misconduct.
To the best of the Debtors' knowledge, KCC is a "disinterested
person" as that term is defined Section 101(14) of the Bankruptcy
Code.
About Global Aviation Holdings
Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services. North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft. World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.
Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.
Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.
The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011. Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan. Wells Fargo Bank NA is agent for both.
Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.
On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.
The Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.
GLOBAL AVIATION: Pachulski Stang Approved as Conflicts Counsel
--------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Global Aviation Holdings
Inc., et al., to employ Pachulski Stang Ziehl & Jones LLP as their
conflicts counsel nunc pro tunc to Feb. 14, 2012.
As reported in the Troubled Company Reporter on March 13, 2012,
PSZJ will handle matters that are not appropriately handled by
Kirkland & Ellis, LLP, as general bankruptcy counsel, because of
an actual or potential conflict of interest or connection with a
party-in-interest or, alternatively, which can be more efficiently
handled by PSZJ as the Debtors or K&E may request. In each case,
K&E and PSZJ will work together to prevent unnecessary duplication
of effort.
To the best of the Debtors' knowledge, PSZJ is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Global Aviation Holdings
Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services. North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft. World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.
Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.
Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.
The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011. Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan. Wells Fargo Bank NA is agent for both.
Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.
On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case. The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.
GOLF RESORT: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
Vishal Persaud at Ocala.com reports that the U.S. Bankruptcy Court
for the District of Florida converted the Chapter 11 case of
Golden Hills to Chapter 7 liquidation proceeding, and appointed a
trustee to handle the case.
Counsel of Arthur and Charles Skula, owners of Golden Hills Golf
and Turf Club, filed on March 20, 2012, a request to convert the
Chapter 11 case of Golden Hills to Chapter 7.
The Court granted the request on March 21. The property will be
sold and the proceeds given to creditors. The trustee has
scheduled a meeting for the creditors on April 27. The golf club
is worth close to $2.8 million.
The report, citing court documents, says the owners indicated they
were "unable to provide the security deposit due March 21, 2012,
to the electric company in order to keep the power on at its golf
course and club house facility."
The report notes the bankruptcy petition filed last month
stated the golf club owed more than $500,000 to 19 parties,
which included bills from various service vendors, loans and
around $67,000 in sales tax owed to the Florida Department of
Revenue. Several former employees had complained they weren't
being paid. The Skulas also owe $897,160.55, the amount remaining
on a $900,000 mortgage agreed to last June when the brothers
bought the golf course from Bernadette Castro.
Based in Ocala, Florida, Golf Resort Properties LLC dba Golden
Hills Golf & Turf Club filed for Chapter 11 protection on Feb. 16,
2012 (Bankr. M.D. Fla. Case No. 12-00928). Judge Jerry A. Funk
presides over the case. Thomas W. Cartwright, Esq., at Law Office
of Thomas W. Cartwright, represents the Debtor. The Debtor listed
assets of $2,742,721 and liabilities of $1,419,277.
GORDIAN MEDICAL: Taps Abernathy as Communications Consultant
------------------------------------------------------------
Gordian Medical, Inc., seeks permission from the Bankruptcy Court
to employ The Abernathy Macgregor Group, Inc., as its corporate
communications consultant. The firm will:
(a) prepare materials to be distributed to the Debtor's
employees explaining the impact of the Chapter 11 case;
(b) draft correspondence to creditors, vendors, employees and
other interested parties regarding the Chapter 11 case;
(c) prepare written guidelines for head office and location
managers to assist them in addressing employee and customer
concerns;
(d) prepare news releases for dissemination to the media for
distribution;
(e) interface and coordinate media reports to contain the
correct facts and the Debtor's perspective as an ongoing
basis;
(f) assist the Debtor in maintaining its public image as a
viable business and going concern during the Chapter 11
reorganization process;
(g) assist the Debtor in handling inquiries and develop
internal systems for handling those inquiries; and
(h) perform other strategic communications consulting services
as by be required by the Debtor.
Prior to the Petition Date, the Debtor provided Abernathy with a
retainer of $20,000.
Per the Agreement, the Debtor agreed to pay Abernathy for its
services at these hourly rates: Rivian Bell -$450; Sydney Isaacs -
$400; and Emily Adams -$150.
The Debtor believes that Abernathy (i) does not hold or represent
any interest adverse to it or its estate, and (ii) is a
"disinterested person" as that term is defined in Section 101(14)
and 327 of the Bankruptcy Code.
About Gordian Medical
Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted. The Debtor estimated assets and debts of up to
$50 million. It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.
Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds. The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.
Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel. GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.
GORDIAN MEDICAL: Has Until April 8 to File Schedules & Statement
----------------------------------------------------------------
The Bankruptcy Court has extended the deadline for Gordian
Medical, Inc., dba American Medical Technologies, to file its
Schedules of Assets and Liabilities and Statement of Financial
Affairs through April 8, 2012.
About Gordian Medical
Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted. The Debtor estimated assets and debts of up to
$50 million. It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.
Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds. The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.
Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel. GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.
GRAMPA'S RESTAURANTS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Grampa's Restaurants, LLC
dba Grampa's Southern Catfish
dba Grampa's Catfish House
4789 Hollyridge Cove
Sherwood, AR 72120
Bankruptcy Case No.: 12-11782
Chapter 11 Petition Date: March 23, 2012
Court: United States Bankruptcy Court
Eastern District of Arkansas (Little Rock)
Debtor's Counsel: O. C. Rusty Sparks, Esq.
CLARK, BYARLAY & SPARKS
620 West 3rd Street, Ste. 100
Little Rock, AR 72201
Tel: (501) 376-0550, ext. 112
Fax: (501) 376-7447
E-mail: rustysparkslaw@gmail.com
Scheduled Assets: $1,312,500
Scheduled Liabilities: $590,667
A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/areb12-11782.pdf
The petition was signed by Vester N. Townsend, managing member.
GRAND RIVER: Can Use Fifth Third Cash Collateral Until April 10
---------------------------------------------------------------
The Bankruptcy Court signed a Third Amended Consent Order among
debtor Grand River Infrastructure, Fifth Third Bank, the United
States Trustee, and the Official Committee of Unsecured Creditors,
authorizing the Debtor to use cash collateral to pay normal and
necessary operating expenses, through April 10, 2012.
As adequate protection for the use of the cash collateral, and to
protect the Fifth Third Bank against any diminution in the value
of any of the Collateral, the Bank will have:
(a) a lien on the types and descriptions of property that were
described in the prepetition loan documents and which were
perfected prior to the Petition Date or post-petition as
permitted in Section 546 of the Bankruptcy Code which lien
will be in property of the estate whether acquired before
or after the Petition Date, and to all proceeds and
products thereof; and
(b) an administrative priority equivalent in priority to a
claim under Section 507(b) of the Bankruptcy Code.
The Bank asserts that, as of Nov. 1, 2011, the Debtor owed an
aggregate of $7.29 million. The Bank asserts that it has first-
priority lien on, among other things, all of the Debtor's cash
collateral.
The final hearing will be held on April 9, 2012, at 9:30 a.m.
About Grand River Infrastructure
Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products. Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011. Judge Daniel S. Opperman presides
over the case. Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel. The Debtor disclosed
$21,750,635 in assets and $9,289,690 in liabilities as of the
Chapter 11 filing. The petition was signed by David C. Marsh,
vice president.
Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.
GRAND RIVER: Committee Taps BBK as Financial Consultant
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Grand River Infrastructure, Inc., sought and obtained
permission from the Bankruptcy Court to retain BBK, Ltd., as its
financial consultant.
The hourly rates of the BBK professionals are:
Managing Director $375 per hour
Senior Director $290 per hour
Director $250 per hour
Manager $195 per hour
Associate $175 per hour
Paraprofessional $70 per hour
About Grand River Infrastructure
Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products. Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011. Judge Daniel S. Opperman presides
over the case. Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel. The Debtor disclosed
$21,750,635 in assets and $9,289,690 in liabilities as of the
Chapter 11 filing. The petition was signed by David C. Marsh,
vice president.
Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.
GRAND RIVER: Settles Lien Foreclosure Action for $9,500
-------------------------------------------------------
Grand River Infrastructure, Inc., and Triangle Associates, Inc.,
entered into a settlement agreement in connection with a
construction lien foreclosure claim.
The Debtor has supplied sewer or water underground construction
materials to E&T Trucking, Inc., on an open account basis since
March 28, 2007.
In October 2010, E&T first requested materials from the Debtor in
connection with a development on Walmart real property in the city
of Southgate, Wayne County, Michigan.
The Debtor provided all materials requested by E&T from Oct. 22,
2010, to Nov. 3, 2010, pursuant to its terms of account and
pursuant to a separate Agreement for Terms of Payment reducing
time price differential charges to 4.5% per annum on the Project.
Despite providing periodic invoices, the Debtor was not paid in
full for materials delivered to the Project.
Accordingly, on Feb. 1, 2011, the Debtor recorded a Construction
Lien for $10,774 against the Project.
On Jan. 25, 2012, the Debtor filed foreclosure proceedings on the
Lien, as well as certain claims against E&T Trucking, Inc.,
Federal Insurance Company and John Does, all in Wayne County
Circuit Case No. 11-012084.
Triangle, the general contractor, claims that it has been settled
with cleaning up lien and bond claims from deficient contractors
including E&T, is willing to pay the Debtor the amount of $9,500
in exchange for a discharge of lien, bond claim and mutual waivers
and releases and a dismissal of the litigation.
Triangle and the Debtor have agreed to that resolution, and have
executed the settlement agreement.
The Bankruptcy Court approved the Settlement on Feb. 28, 2012.
The Court authorized the Debtor to accept the settlement amount of
$11,366.
About Grand River Infrastructure
Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products. Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011. Judge Daniel S. Opperman presides
over the case. Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel. The Debtor disclosed
$21,750,635 in assets and $9,289,690 in liabilities as of the
Chapter 11 filing. The petition was signed by David C. Marsh,
vice president.
Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.
GRAND RIVER: Hires Signature Associates as Real Estate Broker
-------------------------------------------------------------
Grand River Infrastructure, Inc., sought and obtained permission
from the Bankruptcy Court to employ Signature Associates, Inc., to
sell the Macomb County real property.
Signature has agreed to a commission of 6% of the net sales
proceeds, but in no event less than $15,000.
The Debtor believes that Signature is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code.
About Grand River Infrastructure
Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products. Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011. Judge Daniel S. Opperman presides
over the case. Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel. The Debtor disclosed
$21,750,635 in assets and $9,289,690 in liabilities as of the
Chapter 11 filing. The petition was signed by David C. Marsh,
vice president.
Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.
HARRON COMMUNICATIONS: S&P Puts 'B' Corp. Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Frazer, Pa.-based cable system operator Harron
Communications L.P. on CreditWatch with positive implications.
"At the same time, we assigned our 'B-' issue-level rating and '6'
recovery rating to Harron's proposed senior unsecured notes. The
'6' recovery rating indicates expectations for negligible (0%-10%)
recovery in the event of payment default," S&P said.
"This action follows the company's announcement that it is
launching an offer of $225 million of senior unsecured notes due
2020. It plans on using the proceeds from the proposed notes (to
be sold under Rule 144A without registrations rights) to support a
management buyout of certain existing shareholders ($140 million
payment to Boston Ventures) and repay $55 million of term loan
debt. The company recently amended its credit facility to allow
for this notes issuance, although this amendment is contingent on
completing the notes issue," S&P said.
"The ratings on Harron reflect a 'highly leveraged' financial risk
profile. We consider the business risk profile 'fair', reflecting
a mature core basic video services business with modest revenue
growth prospects, below-industry-average high-speed data (HSD) and
telephone penetration, and competitive pressures from direct-to-
home (DTH) satellite providers for video services and local
telephone companies for HSD and telephone services. Tempering
factors include its operations in less populated second-tier
markets, which provide some protection from local telephone
companies deploying facilities-based video offerings in the
intermediate term; its position as the leading provider of pay-TV
services in its markets; and expectations for healthy free cash
flow generation. Harron serves small and midsize markets with
approximately 172,000 basic video customers," S&P said.
"We view Harron's financial risk profile as highly leveraged.
Leverage, pro forma for the transaction, is 6.5x consolidated debt
to 2011 EBITDA. We assess Harron's liquidity as 'adequate'," S&P
said.
"Harron faces significant competitive pressures from the DTH
satellite operators DIRECTV and DISH Network Corp. for video
services and from the local telephone companies for HSD and
telephone services," said Standard & Poor's credit analyst Naveen
Sarma. "According to the company, penetration of DTH services is
higher in its territories than the national average of about 25%
due to underinvestment by the previous owners of its cable
systems."
"Assuming the notes are issued under the contemplated terms, we
will raise the corporate credit rating to 'B+' from 'B' as
leverage will decline to 6.5x debt-to-2011 EBITDA from 7.5x. The
latter leverage metric reflects 100% debt treatment of the
currently outstanding preferred B stock, all of which will be
converted to equity as part of the refinancing. We placed the
rating on the secured credit facilities on CreditWatch Positive on
March 9, 2012, with the potential for a one-notch upgrade after
Harron announced proposed amendments that would reduce the amount
of secured debt and improve recovery prospects to '2' from '3'.
However, given 's additional CreditWatch Positive on the corporate
credit rating, upon consummation of the proposed notes offering,
we will raise the issue-level rating on the senior secured credit
facilities by two notches, to 'BB-' from 'B', reflecting both the
higher corporate credit rating and the improved recovery
prospects," S&P said.
HUNTER FAN: Moody's Upgrades 1st Lien Facility Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Hunter Fan's first lien credit
facility rating to B1 from B2 and second lien credit facility
rating to Caa1 from Caa2. At the same time, the Corporate Family
Rating and the Probability of Default Rating were affirmed at B3.
The outlook remains stable.
"Hunter prepaid about $12 million of its senior secured first lien
term loan and this pushed up the debt instrument ratings in the
company's liability waterfall," stated Moody's analyst Mariko
Semetko.
Ratings Upgraded:
- $34 million senior secured first lien revolving credit
facility to B1 (LGD2, 29%) from B2 (LGD3, 36%)
- $99 million senior secured first lien term loan to B1 (LGD2,
29%) from B2 (LGD3, 36%)
- $60 million senior secured second lien term loan to Caa1
(LGD5, 75%) from Caa2 (LGD5, 85%)
Ratings Affirmed:
- Corporate Family Rating at B3
- Probability of Default Rating at B3
Ratings Rationale
The B3 Corporate Family Rating reflects Hunter's relatively high
leverage, lack of scale, and product and customer concentration.
At the same time, the company's well recognized brand name, its
credible market position, its demonstrated ability to maintain
margins and repay debt during cyclical downturns, and Moody's
projections for continued positive free cash flow support the
rating.
The stable outlook reflects Moody's expectation that Hunter will
refinance its revolving credit facility well in advance of the
April 2013 expiration. The outlook also assumes the company will
demonstrate modest improvements in its operating performance while
maintaining adequate liquidity, including generating positive free
cash flow on a full-year basis.
An upgrade would require an increase in scale, material credit
metric improvement, and more robust liquidity, including the
refinancing of the revolver and greater cushion under financial
covenants. Specifically, debt/EBITDA sustained below 5.0 times and
EBITA margins maintained above 10% (per Moody's standard
analytical adjustments) could result in an upgrade.
Downward rating pressure could come from any material adverse
fluctuation in operating performance that impaired liquidity
through sustained negative free cash flow, if covenant compliance
were in jeopardy or if the revolving credit facility is not
refinanced well in advance of the April 2013 expiration.
The principal methodology used in rating Hunter Fan Company
(Hunter) was the Global Consumer Durables Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Headquartered in Memphis, Tennessee, Hunter Fan Company designs,
engineers, sources and markets ceiling fans and home comfort
appliances primarily under the "Hunter" and "Casablanca" brands.
Revenues for the twelve months ended January 31, 2012 approximated
$230 million. The company is owned by private equity firm,
MidOcean Partners.
INDUSTRIAL FIREDOOR: Meeting to Form Creditors' Panel on April 5
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on April 5, 2012, at 11:00 p.m. in
the bankruptcy case of Industrial Firedoor & Hardware Supply. The
meeting will be held at:
United States Trustee's Office
One Newark Center
1085 Raymond Blvd.
21st Floor, Room 2106
Newark, NJ 07102
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
Industrial Firedoor & Hardware Supply, Inc. filed a Chapter 11
petition (Bankr. D. N.J. Case No. 12-16471) on March 13, 2012, in
Newark, New Jersey. Robert A. Drexel, in Newark, serves as
counsel to the Debtor. The Debtor estimated up to $293,239 in
assets and up to $1,011,957 in liabilities.
INTERNATIONAL RARITIES: SEC Sues Owner for Duping Investors
-----------------------------------------------------------
Dan Browning at Star Tribune reports that U.S. Securities and
Exchange Commission filed a lawsuit on March 26, 2012, alleging
that David Marion, sole owner of International Rarities Inc.,
duped investors out of more than $1 million, gambling away much of
the money that was supposed to be used to expand his company.
The Star Tribune recalls that, in May 2011, some investors
complained that Mr. Marion had sold them shares in an entity
called Investment Rarities Holdings, a Nevada firm that he planned
to use to take his privately held coin company public. Investors
said they were told they could reap as much as $15 for every $1
invested.
According to the report, an investigation by the newspaper last
year found disturbing patterns within the largely unregulated coin
industry, which conducts business primarily with wealthy, elderly
clients. Many Twin Cities coin telemarketers, including
International Rarities, have been staffed with ex-cons and
individuals with serious substance-abuse problems.
The report says the SEC alleges that from November 2008 through
July 2009, Mr. Marion raised just more than $1 million from at
least 26 investors in 13 states, including Minnesota, under false
pretenses. "Mr. Marion sold the investors shares of a worthless
shell company, and he knew that it was a worthless shell company,"
the report quotes the Federal regulator as saying.
The SEC said Mr. Marion diverted most of the investor funds to
himself or his coin company. Of the $1 million raised, more than
$700,000 went to Mr. Marion's own uses. Mr. Marion spent nearly
$200,000 gambling, withdrew nearly $100,000 in cash and deposited
more than $400,000 into personal accounts, much of which he lost
gambling, the suit says. It says he also used $269,394 of
investor funds on coin company employees, independent contractors
and unrelated expenses.
The report relates the SEC sought a court order declaring that Mr.
Marion and the holding company committed several securities law
violations; permanently enjoining him, his cohorts and the holding
company from additional violations; and order that Mr. Marion and
the defunct holding company repay the investors with interest; and
an order that Mr. Marion pay an appropriate civil fine.
Coin dealer International Rarities Corp., in Minneapolis,
Minnesota, filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-45512) on Aug. 19, 2011, disclosing assets of
$1,353,295 and liabilities of $3,025,921. Judge Robert J. Kressel
presides over the case. Thomas G. Wallrich, Esq., at Hinshaw &
Culbertson LLP, represents the Debtor. The U.S. Trustee for
Region 12 appointed creditors to serve on the Official Committee
of Unsecured Creditors for the Debtor's case. Matthew Burton,
Esq., at Leonard, O'Brien, Spencer, Gale & Sayre, represents the
creditors' committee.
JEFFERSON COUNTY: Bank Creditors to Appeal Largest-Ever Ch. 9
-------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that a group of bank
creditors vowed Monday to appeal an Alabama county's eligibility
to file the largest municipal bankruptcy in U.S. history, saying
the Eleventh Circuit should quickly resolve pressing questions
about the state's bankruptcy laws.
In a joint motion, Bank of New York Mellon Corp. and several other
banks asked U.S. District Judge Thomas B. Bennett to finalize and
allow them to appeal a March 4 decision permitting Jefferson
County to seek Chapter 9 court protection, according to Law360.
About Jefferson County
Jefferson County has its seat in Birmingham, Alabama. It has a
population of 660,000.
Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.
John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.
Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time. The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.
The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.
Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent. Jefferson estimated more than $1 billion in assets. The
petition was signed by David Carrington, president.
The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.
U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9. Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.
JOHN ALLEN: District Court Affirms Chapter 11 Trustee Ruling
------------------------------------------------------------
District Judge Michael A. Ponsor affirmed a bankruptcy court
ruling appointing a Chapter 11 trustee in the Chapter 11 cases of
John E. Allen, et al. "A bankruptcy judge inevitably has a much
better feel for the cases before him and is in a much better
position than a reviewing court to determine the appropriateness
of exercising sua sponte authority under [11 U.S.C.] Section 105.
The bankruptcy judge here set forth his reasons in detail
supporting his decision to appoint the trustee. T[he District]
court can perceive no reason to reverse this exercise of
discretion," the District Judge said in a March 22, 2012
Memorandum and Order available at http://is.gd/UCVOccfrom
Leagle.com.
The case before the District Court is JOHN E. ALLEN, ET AL.,
Appellants, v. RICHARD KING, ET AL., Appellees, C.A. No.
12-cv-30012 (D. Mass.).
John E. Allen is represented by the Law Offices of Lawrence R.
Ehrhard. Barbara M. Cordi-Allen is also represented by the Law
Offices of Lawrence R. Ehrhard.
John E. Allen filed for Chapter 11 bankruptcy (Bankr. D. Mass.
Case No. 11-31287) on July 9, 2011.
KINGS PROFESSIONAL: Stake in Basketball Club May Be Auctioned
-------------------------------------------------------------
Dale Kasler at the Sacramento Bee reports that the 7% share of
Robert Cook in the Sacramento Kings basketball team of the
National Basketball Association is likely to be auctioned off as
part of his personal bankruptcy.
"It's (Cook's) preference that it not be sold, but he understands
it's going to happen," the report quotes Donald Fitzgerald, Es.,
an attorney for the bankruptcy trustee overseeing Mr. Cook's
affairs, as saying. "I think he understands that it's probably
inevitable."
According to the report, existing partners including the Maloof
family, which has a controlling interest in the team, would have
first right of refusal to bid on Mr. Cook's share. But it could
also be sold to an outsider, said David Flemmer, the trustee
handling Mr. Cook's bankruptcy.
About Robert Cook &
Kings Professional Basketball Club
Robert A. Cook filed a personal Chapter 11 bankruptcy petition
(Bankr. E.D. Calif. Case No. 11-39335) on August 8, 2011, owing
tens of millions on a troubled hotel development, Le Rivage in
Sacramento, California. Mr. Cook listed assets of $858,000 and
debts of $48.3 million.
On Oct. 20, 2011, Cura Financial LLC of Capitola, California,
filed an involuntary chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-44952) against an entity named Kings Professional
Basketball Club, asserting its interest as that of a general
partner.
Judge Christopher M. Klein presides over the cases. Hanno T.
Powell, Esq., at Powell & Pool, represents Cura Financial.
LAMACHY'S VILLAGE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lamachy's Village at Indigo Lakes, Inc.
119 Village Park Drive 100
Daytona Beach, FL 32114
Bankruptcy Case No.: 12-01898
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Nina M. LaFleur, Esq.
LAFLEUR LAW FIRM
P.O. Box 861128
St. Augustine, FL 32086-1128
Tel: (904) 797-7995
Fax: (904) 797-7996
E-mail: nina@lafleurlaw.com
Scheduled Assets: $2,732,443
Scheduled Liabilities: $2,655,298
The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-01898.pdf
The petition was signed by David F. Lamachy, president.
LANTHEUS MEDICAL: Moody's Says New BVL Deal Is Credit Positive
--------------------------------------------------------------
Moody's Investors Service commented that Lantheus Medical
Imaging's new contractual arrangements with Ben Venue Laboratories
(BVL) -- a key third party manufacturer -- are on balance credit
positive for Lantheus. However, Moody's ongoing review for
possible downgrade of Lantheus' ratings (including its Caa1 CFR)
will consider the operating cash needs of Lantheus, covenant
cushions, when BVL will be up and running, and progress on
alternative manufacturing sources.
Lantheus Medical Imaging Inc. is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc., which, in turn, is a wholly-owned
subsidiary of Lantheus MI Holdings, Inc. The company primarily
manufactures products for cardiovascular diagnostic imaging.
LEHMAN BROTHERS: Dimond Kaplan Notes of FINRA Arbitration Claims
----------------------------------------------------------------
The national securities law firm of Dimond Kaplan & Rothstein,
P.A. -- http://www.investmentfraud-lawyer.com-- alerts Lehman
Brothers structured notes investors of their rights to file claims
to recover investment losses.
Lehman Brothers emerged from bankruptcy on March 6, 2012 and is
expected to begin making distributions to creditors April 17,
2012. Those creditors include investors in Lehman Brothers "100%
Principal Protection," "Partial Protection," "Step-Up Callable,"
"Return Optimization," and "Absolute Return Barrier" notes.
According to Dimond Kaplan, many of these investors purchased the
Lehman structured products from UBS. Unfortunately, bankruptcy
distributions likely will return only about 20% of investors'
investment losses. For many investors, the only way to recover
the remaining 80% of their investments losses is through a FINRA
arbitration claim.
A distribution from the Lehman Brothers bankruptcy would not
eliminate the right to file a FINRA arbitration claim to recover
the remaining 80% of investors' losses. To date, many investors
already have recovered money through FINRA arbitration claims
against UBS and other banks and brokerage firms that sold Lehman
structured products.
Importantly, investors only have a limited amount of time to file
a FINRA arbitration claim. If that time expires, investors who
fail to file a timely claim could be prohibited from pursuing
a claim to recover their remaining Lehman losses.
Dimond Kaplan said it has successfully represented numerous
investors who lost money in Lehman Principal Protection Notes and
other Lehman structured products. If you would like to discuss
your legal rights and how you may be able to recover your Lehman
losses, feel free to contact us at info@dkrpa.com Within the
United States we also can be reached at (888) 578-6255. From
outside the United States we can be reached at (305) 374-1920.
The law firm maintains offices in New York, Los Angeles, Miami,
and West Palm Beach and we represent investors throughout the
United States and Latin America.
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.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court 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.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or
215/945-7000)
LEHMAN BROTHERS: Implements New Corporate Structure
---------------------------------------------------
In a March 12, 2012 regulatory filing with the U.S. Securities
and Exchange Commission, Lehman Brothers Holdings Inc. disclosed a
new corporate structure implemented with consummation of the
Chapter 11 plan earlier this month.
The post-bankruptcy structure includes a new board of directors,
a new set of officers, and trustees who will administer so-called
Lehman Brothers Holdings Inc. Plan Trust.
The regulatory filing also disclosed the resignation of Bryan
Marsal, co-founder of restructuring firm Alvarez & Marsal Inc.,
as Lehman's chief executive officer and chief restructuring
officer effective March 6. Mr. Marsal, who will serve as senior
adviser, was replaced by John Suckow who was elected CEO and
president of Lehman on March 8. A Bloomberg News reported dated
March 13 related that Mr. Marsal has charged $512 million in fees
since Lehman's collapse in 2008.
The regulatory filing can be accessed without charge
at http://is.gd/DIF3NO
Lehman Board Approves Directors' Compensation
Separately, Lehman disclosed in court filings details of the
compensation program for the seven-member board of directors that
took over when the company emerged from bankruptcy reorganization
on March 6.
The program consists of two components: a fixed annual fee and an
incentive compensation plan for the directors.
For the first three years, the directors will have base
compensation of $350,000, with $525,000 for the chairman.
Directors will be eligible for incentive bonuses depending on how
much unsecured creditors receive and how quickly they are paid.
Beginning in the third year, they will receive advances on
incentive payments paid fully in the seventh year. The advances
will total $1 million for each director, with $750,000 paid in
the third year, Bloomberg News reported.
A term sheet summarizing the incentive compensation plan and a
document detailing the board's objectives and rationale for the
plan are available for free at:
http://bankrupt.com/misc/LBHI_DirectorICP.pdf
http://bankrupt.com/misc/LBHI_ObjDirectorICP.pdf
The LBHI Board also approved, on March 8, 2012, a form of
indemnification agreement to provide for the indemnification of
the directors of LBHI, Lehman Commercial Paper Inc., and Lehman
Brothers Special Financing Inc.
The rights of the Indemnitees under the Indemnification Agreement
complement any rights the Indemnitees may already have under
LBHI's Amended and Restated Certificate of Incorporation or
Amended and Restated By-Laws or Delaware law. The Indemnification
Agreement requires LBHI to advance all expenses incurred by or on
behalf of an Indemnitee in connection with any proceeding to which
an Indemnitee is, or is threatened to be, made a party or a
witness and to indemnify for certain expenses where wholly or
partly successful, subject to certain exceptions. In addition,
the Indemnification Agreement establishes guidelines as to the
defense and settlement of claims by the parties, the relevant
burden of proof and the period of limitations.
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.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court 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.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.
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)
LIONS GATE: Moody's Says B2 CFR Well Positioned in Upgrade Review
-----------------------------------------------------------------
Moody's Investors Service said that Lions Gate's B2 Corporate
Family Rating (CFR) is well positioned in the current review for
upgrade, as a result of record box office performance in the
opening weekend for Hunger Games. The performance of Hunger Games
was one of the focal issues to be considered in Lions Gate's
review for upgrade, the others including potential asset sales and
the expected integration and impact of the company's recent
acquisition of Summit Entertainment. The rating was placed on
review for upgrade on January 20, 2012.
"Strong performance of the first Hunger Games film will likely
have strong implications for the success of the remaining three
films in the franchise, and consequently on the company's ability
to generate sustained positive free cash flow and reduce debt on a
more consistent basis in coming years," stated Neil Begley, a
Moody's Senior Vice President. The film garnered over $150 million
in its opening weekend at the domestic box office, compared to the
company's previous film opening record of under $50 million. This
bodes well for its overall box office performance and future
revenue streams such as DVD sales, although the company sold off
overseas distribution rights for the franchise (except for the
UK). "While we had strong performance expectations for the first
film in the series, the actual performance materially exceeded
those expectations, and positions the company well in the current
review for upgrade which should be concluded in coming weeks,"
added Mr. Begley.
Lionsgate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, CA), is a motion picture
studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, video-on-demand and digitally delivered content.
LOS ALAMOS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Los Alamos Plaza, LLC
a New Mexico limited liability company
2201 Trinity Dr.
Los Alamos, NM 87544
Bankruptcy Case No.: 12-11115
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
New Mexico (Albuquerque)
Judge: Robert H. Jacobvitz
Debtor's Counsel: Michael K. Daniels, Esq.
P.O. Box 1640
Albuquerque, NM 87103-1640
Tel: (505) 246-9385
Fax: (505) 246-9104
E-mail: mdaniels@nm.net
Scheduled Assets: $3,200,000
Scheduled Liabilities: $900,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Daniels Zerfas, managing member.
Affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
Los Alamos Plaza, LLC 12-10795 02/29/12
LOS ANGELES DODGERS: MLB Wants Dodgers' Ch. 11 Plan Amended
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Major League
Baseball demanded on Friday that the Los Angeles Dodgers LLC alter
the team's reorganization plan to comport with league rules and a
prior settlement between the league and owner Frank McCourt.
According to Law360, the Dodgers' plan -- which aims to pay off
all creditors in full with proceeds from the upcoming sale of the
team -- contains overly broad releases for third parties and
improperly caps interest accruing on the league's claims, MLB said
in an objection filed in Delaware bankruptcy court.
About Los Angeles Dodgers
Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area. Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million. Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.
Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1. Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.
Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.
The petition estimates assets of up to $500 million and debts of
up to $1 billion. In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.
Judge Kevin Gross presides over the case. Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent. Public relations specialist Kekst and
Company has been hired for crisis support. Covington & Burling
LLP serves as special counsel.
An official committee of unsecured creditors has been appointed in
the case. The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.
The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.
The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball. The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.
LOS ANGELES DODGERS: Has Deal With Beaten Fan on Bankr. Claim
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers LLC has removed a potential obstacle to the team's
reorganization after reaching an agreement on the bankruptcy claim
of a fan who was severely beaten outside the team's stadium last
year, according to court papers filed Friday.
Under the agreement filed in Delaware bankruptcy court, the
Dodgers have withdrawn their bid to disallow the claim, while the
fan, Bryan Stow, has agreed not to object to the team's
reorganization plan and to only seek recovery from the team's
insurance policies, Law360 relates.
About Los Angeles Dodgers
Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area. Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million. Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.
Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1. Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.
Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.
The petition estimates assets of up to $500 million and debts of
up to $1 billion. In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.
According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.
Judge Kevin Gross presides over the case. Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent. Public relations specialist Kekst and
Company has been hired for crisis support. Covington & Burling
LLP serves as special counsel.
An official committee of unsecured creditors has been appointed in
the case. The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.
The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.
The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball. The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.
LSP ENERGY: Siemens Energy, et al., Want to be Consulting Party
---------------------------------------------------------------
Siemens Energy, Inc. and Siemens Demag Delaval Turbomachinery,
Inc., filed with the U.S. Bankruptcy Court for the District of
Delaware its limited objection to LSP Energy Limited Partnership,
et al.'s motion to sell substantially all of their assets.
As of the Petition Date, there was approximately $25.33 million
owing by LSP to Energy under the Energy Agreements, and
approximately $1.25 million owing to Demag Delaval under the Demag
Delaval Agreements.
Siemens explained that they must be included in the list of
consulting parties because they are entitled to notice,
information and input with regard to the sale and bidding process.
As reported in the Troubled Company Reporter on March 20, 2012,
the Debtors intend to market and sell the Facility, either through
a sale of LSP's Assets or the Parent Equity. Generally, the
Debtors intend to first seek expressions of interest from targeted
potential buyers by March 30, 2012. Thereafter, the Debtors will
seek binding bids from potential buyers by June 4, 2012. Bidders
who submit binding bids that satisfy the other requirements of the
Bid Procedures, will then be eligible to participate in an auction
on or about June 13, 2012. The Debtors also are requesting that
the Court schedule a hearing to approve the sale by the end of
June 2012 and that a confirmation hearing be scheduled thereafter.
Because of the highly regulated nature of LSP's assets and
operations, LSP envisions that it will take at least six to eight
months to complete the sale.
The Selling Debtors, in consultation with Lazard Freres & Co. LLC,
identified potential purchasers. The Debtors will coordinate all
reasonable requests for additional information and due diligence
access.
About LSP Energy Limited Partnership
LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.
LSP owns and operates an electric generation facility located in
Batesville, Mississippi. The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems. LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.
LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders. The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt. The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.
LSP Energy is the general partner of LSP. LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding. LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.
No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.
Judge Mary F. Walrath oversees the case. Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.
LSP ENERGY: Court Approves Bidding Procedures
---------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
LSP Energy Limited Partnership's motion for an order (I) approving
bidding procedures for the sale of substantially all Company
assets, (II) setting a hearing date and (III) granting related
relief.
BankruptcyData.com says the timeline for the bidding process
includes these key dates: deadline to submit an indicative offer -
March 30, 2012, deadline to submit a qualified bid - June 4, 2012,
auction - June 13, 2012, sale hearing - July 17, 2012 and targeted
closing - August 30, 2012.
About LSP Energy Limited
LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.
LSP owns and operates an electric generation facility located in
Batesville, Mississippi. The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems. LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.
LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders. The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt. The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.
LSP Energy is the general partner of LSP. LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding. LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.
No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.
Judge Mary F. Walrath oversees the case. Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.
MOBERLY INDUSTRIAL: S&P Lowers Ratings on Annual Bonds to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
ratings to 'D' from 'CC' on Moberly Industrial Development
Authority, Mo.'s series 2010A and 2010B annual appropriation
capital projects bonds and series 2010C annual appropriation
recovery zone facility bonds, issued on behalf of the city of
Moberly, and removed the ratings from CreditWatch with negative
implications, where they had been placed on Sept. 22, 2011,
reflecting a March 1, 2012, interest payment default in the amount
of $1.006 million.
"The trustee currently holds more than $1.8 million in debt
service reserve funds for the series 2010A, 2010B, and 2010C
bonds, as well as another $2 million in unspent project funds.
Standard & Poor's understands that the trustee will maintain these
funds as further developments unfold regarding the failed Mamtek
sucralose manufacturing plant project. Furthermore, the city of
Moberly has indicated that it does not intend to appropriate any
of its own funds to pay debt service on the series 2010A, 2010B,
and 2010C bonds," S&P said.
"The series 2010A, 2010B, and 2010C bonds were issued by the
Moberly Industrial Development Authority and are secured by
revenues derived from a financing agreement between the city and
the authority. Pursuant to the financing agreement, the city
pledged to annually appropriate basic payments from legally
available funds, to be paid directly to the trustee for deposit in
the bond fund. The city intended to fund its financing agreement
obligation with semiannual receipts from Mamtek, US Inc., as
outlined in a management, operating, and purchase agreement
between the city and company. Bond proceeds were intended to be
used to acquire, construct, and equip a sucralose manufacturing
and processing facility, to be operated by Mamtek, US Inc.,
pursuant to the management, operating, and purchase agreement,"
S&P said.
The project never reached completion and was abandoned by the
company. Mamtek, US, Inc. has since failed to make its basic
payments to the city and the city has subsequently failed to make
its basic payments to the trustee.
Standard & Poor's understands that the project remains incomplete
and that there are currently no material developments regarding a
new user for the project site.
"The city adopted a budget appropriation amendment on Sept. 6,
2011, limiting the amount that it will appropriate as payment for
the bonds to any amounts collected from Mamtek US Inc., and it has
repeatedly stated that it will not make any appropriations for
debt service using its own funds," S&P said.
Moberly is located in central Missouri, about 35 miles north of
Columbia, Mo. and has a population of slightly more than 14,000.
The city serves as the seat of Randolph County.
MOO & OINK: Court Dismisses Former Employee's Lawsuit
-----------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer dismissed sua sponte a five-
count adversary complaint brought by Shuntay Antonio Brown, a
former employee, against Moo & Oink, Inc. Count I is brought
under 11 U.S.C. Sec. 548 and 550, alleging a fraudulent transfer
from Moo & Oink to First Midwest Bank, Moo & Oink's secured
creditor. Mr. Brown alleges that Moo & Oink transferred more than
$4 million. Count II is brought under the Illinois Fraudulent
Transfer Act and 11 U.S.C. Sections 544 and 550, also alleging
fraudulent transfers from Moo & Oink to Moo & Oink. Counts III
through IV are brought under 11 U.S.C. Sec. 523 seeking non-
dischargeability of debts owed to Moo & Oink's creditors. The
Complaint is defective on several grounds, Judge Schmetterer said
in a March 22, 2012 Memorandum Opinion available at
http://is.gd/JRSfA7from Leagle.com. The case is, Shuntay Antonio
Brown, v. Moo & Oink, Inc., 12 A 00265 (Bankr. N.D. Ill.).
Moo & Oink Inc. operated a Chicago grocery store that has been a
staple in the black community for nearly 30 years. Moo & Oink
filed for Chapter 7 (Bankr. N.D. Ill. Case No. 11-34616) and
Michael K. Desmond was appointed as Chapter 7 Trustee.
MORTGAGES LTD: Quarles Must Face Claims It Aided Securities Fraud
-----------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that Quarles & Brady
LLP must face allegations it aided and abetted a $200 million
securities fraud that allegedly bankrupted Mortgages Ltd., an
Arizona federal judge ruled in an investor class action Friday,
also dismissing one claim against Greenberg Traurig LLP.
Law360 relates that aggrieved investors in a company called
Radical Bunny LLC contend the company sold unregistered securities
to fund Mortgages' operations and falsely claimed loans it made to
the mort were backed by collateral. Mortgages allegedly sold its
own stock and separately raised millions through Radical Bunny's
securities.
About Mortgages Ltd.
Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona. Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.
Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans. Mortgages Ltd. denied the charges.
The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008. Judge Sarah
Sharer Curley presided over the case. Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor. As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.
Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009. As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio. The original investors for the most part
transferred their interests to 49 separate Loan LLC's. A number
of investors, referred to as "pass through investors" did not
transfer their interests. As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.
NEBRASKA BOOK: Gets OK for Amended and Restated Plan Support Deal
-----------------------------------------------------------------
NBC Acquisition Corp. and its subsidiaries, including Nebraska
Book Company, an industry leader in solutions for the college
bookstore marketplace, today received approval to execute and
implement the Amended and Restated Plan Support Agreement. The
Company filed their original Plan Support Agreement on March 7
along with their Second Amended Plan of Reorganization and
Disclosure Statement. The Company and their noteholders
negotiated and agreed upon the Amended PSA in connection with a
March 22 hearing on the Motion.
"This is a significant day for Nebraska Book," said Barry Major,
the Company's President. "We are more than ready to move beyond
this process and get back to doing what we do best. This was a
necessary step in our path to emergence."
The Amended PSA reflects an agreement with a group of the
Company's 10% senior secured noteholders holding approximately 70%
of those notes and the Company's 8.625% senior subordinated
noteholders holding over two-thirds of those notes in amount. In
exchange for their signing the PSA, 8.625% senior subordinated
noteholders are expected to receive an improved package of
warrants to purchase stock in the reorganized Company along with
$1.75 million to cover fees incurred by their advisors. The
holders of Class 5 General Unsecured Claims are expected to
receive cash payments equal in value to the percentage recovery by
the 8.625% senior subordinated noteholders.
"By finalizing an agreement with both of these groups of
noteholders, we are confident that we can move forward in this
process with the support we need," said Major. "We have been
working very hard to streamline our business, making the necessary
changes to ensure a strong future. We look forward to taking the
next steps in our court process in order to facilitate our exit;
with everyone on board, this will be much easier."
Plan Deal Approved Over Objection
Lance Duroni at Bankruptcy Law360 reports that Nebraska Book Co.'s
junior creditors cried foul at a pact the Company made with senior
bondholders, saying the agreement locks the company into a "deeply
flawed" Chapter 11 plan.
Law360 relates that both the official committee of unsecured
creditors and an ad hoc group of junior noteholders lodged
objections asking the Delaware bankruptcy court to reject the so-
called plan support agreement, which Nebraska Book struck with
parties holding 46 percent of its senior notes.
The Plan Support Deal
As reported in the Troubled Company Reporter on March 13, 2012,
Nebraska Book Co. filed a revised Chapter 11 reorganization plan
to take the place of the prepackaged plan the company was unable
to finance.
The Debtor did not move forward with the original iteration of the
prepackaged plan because it failed to obtain the required $250
million in outside financing. The plan would have paid off first-
and second-lien debt in full while giving the new stock mostly to
subordinated noteholders of the operating company and holders of
notes issued by the holding company.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new plan provides for these terms:
* Holders of the existing $200 million in second lien debt
will receive new stock plus a new $100 million second-lien
note. Second lien noteholders are projected to recover 81%
* Noteholders will backstop a new $80 million term loan to
finance the plan.
* Holders of $175 million in 8.625 percent subordinated notes
will receive warrants for 5 percent of the new stock with an
exercise priced based on a $100 million equity valuation.
Subordinated noteholders can have warrants for another 5
percent of the new equity based on a $150 million equity
valuation. The projected recovery on the subordinated notes
is 1.5 percent.
* General unsecured creditors are offered 1.5 percent in cash.
* Existing shareholders and holders of $77 million in notes
issued by the holding company are to receive nothing.
The bankruptcy court scheduled an April 13 hearing to approve the
disclosure statement explaining the plan. There will be a hearing
on March 22 to approve the agreement.
About Nebraska Book
Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States. Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over
the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC. As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.
JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.
An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick. An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.
The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.
NEWPAGE CORP: Proposes Settlement Agreement with Plum Creek
-----------------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to:
-- approve a settlement agreement with Plum Creek Marketing,
Inc., resolving certain issues raised by the FSA motions regarding
the treatment of the Amended and Restated Fiber Supply Agreement,
dated Nov. 15, 2005, by and among Plum Creek and Escanaba paper
Company, amended and further modified by Amendment No. 1 to the
Amended and Restated Fiber Supply Agreement dated as of May 2009.
-- authorize Escanaba Paper's assumption of the FSA, as
modified; and
-- authorize payment of the cure amount in respect thereof.
Pursuant to the settlement, the Debtor will, among other things:
1. assume the FSA, as modified;
2. satisfy the cure amount; and
3. designate Plum Creek as critical vendor and satisfy $29,967
in prepetition amounts due for log deliveries made.
A full-text copy of the settlement is available for free at:
http://bankrupt.com/misc/NEWPAGECORP_plumcreek_settlement.pdf
The Debtors set a hearing on March 30, 2012, at 4:00 p.m.
(prevailing Eastern Time) for the approval of the settlement.
About NewPage Corp.
Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.
NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor. Kurtzman Carson Consultants LLC is the
claims and notice agent. In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.
NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEXTEL COMMS: Moody's Withdraws 'B1' Ratings on Sr. Unsec. Bonds
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Sprint
Nextel's subsidiary, Nextel Communications, Inc. The ratings have
been withdrawn pursuant to Moody's guidelines for the withdrawal
of ratings, as insufficient information is available to Moody's to
assess their standalone creditworthiness, and they are not
unconditionally and irrevocably guaranteed by Sprint.
Ratings Rationale
Moody's has taken the following rating actions:
Issuer: NEXTEL Communications, Inc.
Outlook Actions:
Outlook, Changed To Rating Withdrawn From Rating Under Review
Withdrawals:
7.375% Senior Unsecured Regular Bond/Debenture due 2015,
Withdrawn, previously rated B1
6.875% Senior Unsecured Regular Bond/Debenture due 2013,
Withdrawn, previously rated B1
5.95% Senior Unsecured Regular Bond/Debenture due 2014,
Withdrawn, previously rated B1
7.375% Senior Unsecured Regular Bond/Debenture due 2015,
Withdrawn, previously rated a range of LGD4, 56 %
6.875% Senior Unsecured Regular Bond/Debenture due 2013,
Withdrawn, previously rated a range of LGD4, 56 %
5.95% Senior Unsecured Regular Bond/Debenture, due 2014,
Withdrawn, previously rated a range of LGD4, 56 %
The principal methodology used in rating NEXTEL Communications was
the Global Telecommunications Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
NORLIN CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Norlin Corporation
609 E. 80th Street
Brooklyn, NY 11236
Bankruptcy Case No.: 12-41997
Chapter 11 Petition Date: March 21, 2012
Court: U.S. Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Nancy Hershey Lord
Debtor's Counsel: Robert J. Musso, Esq.
ROSENBERG MUSSO & WEINER LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: (718) 625-1966
E-mail: rmwlaw@att.net
Scheduled Assets: $3,102,500
Scheduled Liabilities: $2,700,000
The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.
The petition was signed by Dulcie Reid, president.
NORTEL NETWORKS: Judge Trims Affiliates' Claims to $9BB From Sale
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. bankruptcy
Judge Kevin Gross on Tuesday trimmed claims that Nortel Networks
Inc. breached its fiduciary duty launched by its European
affiliates seeking part of the nearly $9 billion available for
distribution to creditors.
Judge Gross dismissed the fiduciary duty claims filed by the joint
administrators of Nortel's bankrupt affiliates Nortel Networks UK
Ltd., Nortel Networks SA and Nortel Networks (Ireland) Ltd.,
according to Law360.
About Nortel Networks
Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.
The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
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.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency. In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court. The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.
The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.
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.
The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor. The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee. The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.
OCEAN PLACE: UCC Becomes New Owner of Resort and Spa
----------------------------------------------------
Atlanticville reports that a bankruptcy judge has ruled that
United Capital Corp of Great Neck, New York, would operate the
Ocean Place Resort and Spa.
The report says Stephen Kronick, vice president of hotel
operations, said UCC acquired the hotel for $41 million. Attillio
Petrocelli, president of UCC, said UCC plans to spend at least
another $15 million on hotel improvements.
According to the report, after spending over a year in court with
both sides submitting reorganization plans, U.S. Bankruptcy Court
Judge Michael Kaplan accepted UCC's plan and awarded the
investment group ownership.
The Troubled Company Reporter said on March 2, 2012, Judge Kaplan
confirmed Ocean Place Development LLC's Third Amended Plan of
Liquidation dated Feb. 15, 2012.
About Ocean Place Development
Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey. The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities. It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.
Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011. Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel. The
Debtor estimated its assets and debts at $50 million to
$100 million.
As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.
Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.
OPPENHEIMER HOLDINGS: S&P Affirms 'B+' Issuer Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Oppenheimer Holdings Inc. to negative from stable. Standard &
Poor's also said that it affirmed its 'B+' issuer credit rating on
the company and the 'B+' rating on the company's senior secured
notes.
"The outlook revision reflects our expectation that Oppenheimer's
operating results will remain weak in 2012, following its subpar
performance in 2011," said Standard & Poor's credit analyst Sebnem
Caglayan. "The company reported a pretax income margin of 1.9% and
an EBITDA margin of 5.7% for 2011."
"Oppenheimer was negatively affected by the weakness in the
financial markets, especially in the second half of 2011, as well
as by the ongoing costs associated with auction rate securities
(ARS). Consequently, for 2011, the EBITDA-to-long-term debt
interest expense was 3.1x and the long-term debt-to-EBITDA was
3.6x--lower than our original expectations of 3.5x and 2.8x," S&P
said.
"Our rating on Oppenheimer is based on the company's weak
financial profile due to its low profitability, low interest
coverage, and high debt leverage metrics. We view the company's
liquidity profile as weak," said Ms. Caglayan. "Our assessment
reflects the company's current and expected regulatory and legal
settlements, which require the firm to buy back significant
amounts of ARS from its clients. This significantly limits
company's liquidity. The company's narrow funding base and its key
man risk--the potential overreliance on one or a few individuals
within the management team--also are negative rating factors.
However, the firm's adequate capital base partially offset these
limitations," S&P said.
"The negative outlook reflects our expectation that Oppenheimer's
operating results and interest coverage and leverage ratios will
remain under pressure this year," said Ms. Caglayan. "We believe
the uncertainty in capital markets and the significant costs
associated with ARS, occupancy, and debt servicing will continue
to constrain Oppenheimer's ability to accumulate cash flows from
operations."
"We could lower the rating if the long-term debt-to-EBITDA ratio
exceeds 4.5x and the EBITDA-to-long term debt interest falls below
2.8x. In addition, if the adjusted net assets-to-ATE multiple
jumps significantly to more than 8.0x, we could also lower the
rating. An upgrade isn't likely in the near future, unless the
company resolves its ARS issues to a great extent. If this occurs,
we could raise the rating if the company also significantly
improves its profitability or if it deleverages its balance sheet,
resulting in enhanced coverage and improved leverage metrics," S&P
said.
PILOT TRAVEL: S&P Ups Corp. Credit Rating to 'BB+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pilot Travel Centers LLC to 'BB+' from 'BB'. The
outlook is stable.
"At the same time, we raised the issue-level rating to 'BBB-' on
the company's existing secured credit facilities. The recovery
rating remains at '2' and incorporates our expectation of
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.
"The rating reflects our view that Pilot will grow EBITDA in 2012
on positive performance in the merchandising segment, and modest
debt reduction from generated cash flows will enable it to
maintain credit metrics consistent with a 'significant' financial
risk profile," said Standard & Poor's credit analyst Andy Sookram.
He added, "In our opinion, its ownership structure influences its
financial policy, limiting upside to the ratings. However, we do
not anticipate any debt-financed shareholder initiatives in the
next one to two years."
"Our stable outlook reflects the expectation that credit metrics
will improve modestly this year, but the company's financial risk
profile will remain significant. With our forecast for EBITDA
growth and debt reduction, we see leverage improving to under 3x,
FFO to debt of nearly 25%, and interest coverage of over 8x," S&P
said.
"Although we do not expect to do so, to raise the corporate credit
rating to investment-grade, we would need to reassess Pilot Travel
Centers' business risk profile as 'satisfactory' and its financial
risk profile as 'intermediate.' We think this is unlikely to occur
in the near term, because of its exposure to cost inflation and
the necessity to reduce debt or improve EBITDA so that leverage is
in the low-2x area and FFO to debt increases to about 35%. To
achieve these levels, fuel margins would have to increase to about
15 cents or the merchandise segment would have to see margins
increasing to about 41%. The degree of uncertainty regarding
financial policies that could be prompted by its ownership
structure also precludes an upgrade in the near term," S&P said.
"Alternatively, we could lower the ratings if the company adopts a
very aggressive financial policy or if fuel margins declined to
about 10 cents and merchandise margins drops to about 28% due to
increased competitive pressures and the inability to pass on cost
increases. Under this scenario, leverage increases to over 3.5x
and FFO to debt declines to nearly 18%," S&P said.
PJCOMN ACQUISITION: Sells 28 Outlets to Papa John's; 8 to PJ Ops
----------------------------------------------------------------
L. Wayne Hicks, managing editor at Denver Business Journal,
reports that Papa John's International Inc. has emerged as the
successful bidder for 28 of franchised restaurants in the Denver
area, while PJ Ops Colorado LLC of Lexington, Kentucky, has won
the auction for eight stores in Colorado Springs.
According to the report, the separate deals are expected to close
by mid-April, pending approval of the U.S. Bankruptcy Court in
Baltimore. PJCOMN Acquisition Corp. owns the restaurants. The
company is also offering 32 locations in Minnesota for sale.
The report relates PJ Ops Colorado was the initial bidder for
all 36 Colorado locations, but was outbid for the Denver-area
locations. Tom Wylie, CFO of PJ Ops Colorado, declined to say how
much Papa John's International offered, and the court documents
haven't been filed yet. PJ Ops Colorado's starting bid for the
Denver-area locations was $3.75 million. The company bid $750,000
for the Colorado Springs locations.
The report says Mr. Wylie's company owns a total of 31 Papa John's
restaurants in Kentucky, Illinois, Virginia, Tennessee and North
Dakota. "Colorado Springs is a strong, growing market," the
report quotes Mr. Wylie as saying. "The brand, other than the
bankruptcy, is well received in that market."
The report adds, in a separate deal, U.S. Bankruptcy Judge Robert
Gordon has approved PJCOMN's motion to sell four of its Denver-
area restaurants for a combined $72,000. Those restaurants are at
12093A W. Alameda Ave., Lakewood; 14575 W. 64th Ave., Arvada; 2420
Arapahoe Road, Boulder; and 1901 Youngfield St. #107, Golden.
The buyer is L&J Associates LLC, an Oklahoma company that operates
six Papa John's restaurants in Colorado.
About PJCOMN Acquisition
Based in Baltimore, Maryland, PJCOMN Acquisition Corporation dba
Papa John's filed for Chapter 11 protection on Sept. 27, 2011
(Bankr. D. Md. Case No. 11-29380). Judge Robert A. Gordon
presides over the case. Lawrence Joseph Yumkas, Esq., at Logan,
Yumkas, Vidmar & Sweeney, LLC, represents the Debtor. The Debtor
estimated assets of less than $50,000, and estimated debts of
between $10 million and $50 million.
REDPRAIRIE CORP: S&P Ups Sr. Sec. Credit Facility Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
U.S.-based supply-chain management software company RedPrairie
Corp.'s senior secured credit facility to 'BB-' (one notch higher
than its corporate credit rating on the company) from 'B+'. "We
also revised our recovery rating to '2' from '3'. The '2' recovery
rating indicates our expectation of substantial (70%-90%) recovery
of principal in the event of a payment default," S&P said.
"The 'B+' corporate credit rating and stable outlook on RedPrairie
remain unchanged. We expect that the company's revenues will grow
modestly and operating margins will remain at their current levels
given their diverse and entrenched customer base. However, the
company's niche position within a fragmented and highly
competitive environment and its exposure to the retail and
manufacturing sectors are offsetting business risk factors.
Although the company has reduced leverage over the past year, its
ownership structure precludes sustained deleveraging, in our
view," S&P said.
RedPrairie is a supply-chain management software company with
solutions that leverage real-time sales data to optimize inventory
levels; order, manufacturing, and delivery batching; and staff
scheduling.
RATINGS LIST
RedPrairie Corp.
Corporate credit rating B+/Stable/--
Upgraded; Recovery Rating Revised
To From
RedPrairie Corp.
Senior secured BB- B+
Recovery rating 2 3
RICHARD EDWARD LETOURNEAU: May Use $15K of Estate Funds
-------------------------------------------------------
Bankruptcy Judge Donald MacDonald, IV, granted, in part, the
request of Richard Edward Letourneau and Phyllis E. Letourneau to
use approximately $15,000 of estate funds to pay a number of
postpetition creditors.
"I think that it would be premature for the court to deny the
debtors access to a portion of the funds prior to even viewing
their proposed disclosure statement and plan," Judge MacDonald
said.
Richard Edward Letourneau and Phyllis E. Letourneau filed for
Chapter 13 bankruptcy protection on July 28, 2011. The case was
converted to Chapter 11 (Bankr. D. Alaska Case No. 11-00581) on
Dec. 8, 2011. Following conversion the Chapter 13 trustee turned
more than $25,279 to the debtors' attorney with the express
understanding that no disbursements were to be made without a
court order. The debtors filed the current motion to comply with
the Chapter 13 trustee's request.
A number of creditors, the U.S. Trustee and the debtors' prior
Chapter 13 trustee oppose the motion. They contend that the U.S.
Trustee's motion to convert, now set for hearing on April 3, 2012,
will result in conversion of the case to Chapter 7.
Merchant Advance Funding, LP, supports the debtors' motion. It
contends that the debtors have the basis of a confirmable plan and
that it is the sole holder of an interest in the debtors' cash
collateral.
The debtors' original motion sought use of $15,037. At the
hearing the debtors sought use of an additional $3,265.
A copy of the Court's March 22, 2012 Memorandum is available at
http://is.gd/yYR242from Leagle.com.
ROBERT F. YOUNGBLOOD: Court Won't Extend Stay to Principals
-----------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied the request of Robert F.
Youngblood Construction Company and RF Youngblood Family LLC to
extend the automatic stay on the lawsuits commenced by Branch
Banking and Trust Company against Robert F. Youngblood and
Jeanette A. Youngblood.
Robert F. Youngblood is president and 49% stockholder of
Youngblood Construction. Jeanette A. Youngblood is corporate
treasurer and 51% stockholder of Youngblood Construction. Mr. and
Mrs. Youngblood are member/managers and each own a 50% interest in
Family LLC.
Youngblood Construction owns 13 parcels of real property including
residential rental properties, 42 lots of developed land known as
Kingsbridge II, completed residences for sale, and several
additional tracts. Family LLC owns a 56.16 acre tract of
undeveloped land in Onslow County. The Youngbloods individually
own an island located on the Bogue Sound in Morehead City,
consisting of 25 acres. The Youngbloods believe the Island
Property has a value of roughly $3 million to $4 million.
BB&T is the sole secured creditor of Youngblood Construction with
respect to its real property. Youngblood Construction's Schedule
D list the secured claim as $1,535,706. In addition to its real
property, Youngblood Construction owns 18 trucks and trailers and
18 pieces of machinery used in the course of its land development
business. Schedule D lists Caterpillar Finance as holding a claim
secured by the equipment in the amount of $4,226.
BB&T is the sole secured creditor of Family LLC. Family LLC's
Schedule D lists the secured claim as $1,115,559 with an unsecured
portion of $285,319.
The Youngbloods executed absolute guaranty agreements on all
indebtedness of Youngblood Construction and Family LLC to BB&T.
The 56.15 acre tract owned by Family LLC is cross collateralized
with the Kingsbridge II subdivision and four waterfront lots
located on the Island Property.
The Debtors defaulted on their indebtedness to BB&T. BB&T
initiated lawsuits and foreclosure proceedings against the Debtors
and the Youngbloods individually. These lawsuits have been filed
against the Debtors and the Youngbloods: (a) BB&T v. Robert F.
Youngblood; Jeanette A. Youngblood; RF Youngblood Family LLC; and
Robert F. Youngblood Construction Company; Case No. 12 CVS 39,
Superior Court Division, Carteret County and Onslow County, N.C.;
(b) Foreclosure proceedings 12 SP 49; 12 SP 50; 12 SP 51; and 12
SP 52, Carteret County, N.C.; and (c) Foreclosure proceedings 12
SP 61; 12 SP 62; and 12 SP 64, Onslow County, N.C.
The Debtors request the Court to stay the lawsuits and
foreclosures against the non-debtors Robert F. Youngblood and
Jeanette A. Youngblood. The Debtors contend that there is
sufficient identity of interest between the Youngbloods and the
Debtors such that the lawsuits and foreclosures will distract the
Youngbloods from reorganizing and irreparably harm the bankruptcy
estate. BB&T contends that the automatic stay does not protect
the Youngbloods individually because they are non-bankrupt
guarantors of the Debtors.
In a March 22, 2012 Order available at http://is.gd/WDE7eEfrom
Leagle.com, the Court held that the automatic stay does not stay
actions against the Youngbloods individually. The Fourth Circuit
has found that the automatic stay only protects "the debtor, not
third party defendants or co-defendants." The Court also held
that the Youngbloods have another remedy available under the
Bankruptcy Code. They retain the ability to file an individual
bankruptcy petition under the appropriate chapter should they
determine that it is in their interest to do so to gain the
benefit of the automatic stay.
Robert F. Youngblood Construction Company and RF Youngblood Family
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case Nos. 12-01188 and 12-01187) on Feb. 15, 2012. The Debtors
are engaged in the business of commercial and residential building
and real estate development in Onslow and Carteret counties.
Richard D. Sparkman & Assoc., P.A., serves as the Debtors'
counsel. Family LLC scheduled $830,240 in assets and $1,153,395
in liabilities. Youngblood Construction scheduled $5,552,159 in
assets and $2,017,745 in liabilities. The petitions were signed
by Jeanette A. Youngblood, member/manager.
A list of RF Youngblood Family's three largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01187.pdf
A list of Robert F. Youngblood's 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01188.pdf
SAHARA-WALNUT LLC: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Sahara-Walnut, LLC
2486 Ram Crossing Way
Henderson, NV 89074
Bankruptcy Case No.: 12-13248
Chapter 11 Petition Date: March 21, 2012
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
THE SCHWARTZ LAW FIRM, INC.
6623 Las Vegas Blvd. So., Ste 300
Las Vegas, NV 89119
Tel: (702) 385-5544
Fax: (702) 385-2741
E-mail: sam@schwartzlawyers.com
Scheduled Assets: $161,607
Scheduled Liabilities: $1,668,311
A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-13248.pdf
The petition was signed by George Daniel, general partner of The
G&M Daniel Family LP, dated June 8, 1999.
Affiliates that filed separate Chapter 11 petitions:
Petition
Debtor Case No. Date
------ -------- ----
Robindale Industrial Park, LLC 11-28180 11/22/11
The G&M Daniel Family Limited 11-28140 11/22/11
Partnership, Dated June 8, 1999
SAI FLORA: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sai Flora, LLC
8261 Butler Greenwood Drive
Royal Palm Beach, FL 33417
Bankruptcy Case No.: 12-17072
Chapter 11 Petition Date: March 23, 2012
Court: U.S. Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Paul G. Hyman, Jr.
Debtor's Counsel: David L. Merrill, Esq.
TALARCHYK MERRILL, LLC
205 Worth Avenue, #320
Palm Beach, FL 33480
Tel: (561) 899-3333
Fax: (561) 899-3379
E-mail: dlm@tmbk11.com
- and ?
Tina M. Talarchyk, Esq.
TALARCHYK MERRILL, LLC
205 Worth Avenue, #320
Palm Beach, FL 33480
Tel: (561) 899-3333
Fax: (561) 899-3379
E-mail: tmt@tmbk11.com
Scheduled Assets: $767,186
Scheduled Liabilities: $2,304,923
The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-17072.pdf
The petition was signed by Ravichandran Sadhasivam, manager.
SALEM COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Camarillo, Cali-based radio broadcasting company Salem
Communications Corp. to positive from stable. "We affirmed all
ratings on the company, including the 'B' corporate credit
rating," S&P said.
"The outlook revision reflects the company's continued stable
operating performance, which has been above radio industry peers,"
said Standard & Poor's credit analyst Michael Altberg. He added
"It also reflects steady reduction in debt leverage (adjusted for
operating leases with a present value of $42.8 million) to 5.5x as
of Dec. 31, 2011, from levels in the low- to mid-6x area over the
past few years."
"We expect revenue to grow at a mid-single-digit percent rate in
2012 due to the relative stability of programming time block
revenues, modest political advertising, and continued growth in
the Internet segment. We believe that in 2012 the company could
further reduce leverage through EBITDA growth and debt reduction
to levels approaching 5.0x," S&P said.
"The positive outlook reflects the potential for an upgrade during
the next 12 months if we become confident that the company can
continue its stable operating performance and leverage reduction.
Key factors of an upgrade scenario will include a continued
recovery in ad demand, as well as ongoing management focus on debt
reduction. We could raise the rating if the company is able to
reduce and maintain debt leverage in the low-5x area, while
preserving adequate liquidity. Assuming moderate debt repayments,
we believe it could achieve this with EBITDA growth in the 5% to
10% range in 2012. Conversely, we could revise the outlook to
stable due to a deterioration in ad demand or a shift in financial
policy toward increased investments and shareholder returns that
cause leverage to remain in the mid-5x area," S&P said.
SEASIDE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Seaside Recovery Center, LLC
30765 Pacific Coast Hwy. #321
Malibu, CA 90265
Bankruptcy Case No.: 12-12694
Chapter 11 Petition Date: March 21, 2012
Court: United States 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 Blvd., Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: emails@foxlaw.com
Scheduled Assets: $1,344,943
Scheduled Liabilities: $851,842
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12694.pdf
The petition was signed by Anthony Taddey, managing member.
SORT-RITE INTL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sort-Rite International, Inc.
825 West Jefferson Ave
Harlingen, TX 78550
Bankruptcy Case No.: 12-10137
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Southern District of Texas (Brownsville)
Judge: Richard S. Schmidt
Debtor's Counsel: Eduardo V. Rodriguez, Esq.
MALAISE LAW FIRM
1265 N Expressway 83
Brownsville, TX 78521
Tel: (956) 547-9638
Fax: (956) 547-9630
E-mail: igotnoticesbv@malaiselawfirm.com
Scheduled Assets: $1,176,556
Scheduled Liabilities: $1,290,938
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb12-10137.pdf
The petition was signed by Pat Holley, treasurer.
SOUTH CLAREMONT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: South Claremont Street, LLC
279 Wawona Street
San Francisco, CA 94127
Bankruptcy Case No.: 12-30907
Chapter 11 Petition Date: March 22, 2012
Court: U.S. Bankruptcy Court
Northern District of California (San Francisco)
Judge: Thomas E. Carlson
Debtor's Counsel: Gregory A. Rougeau, Esq.
LAW OFFICES OF MANASIAN AND ROUGEAU
400 Montgomery Street, #1000
San Francisco, CA 94104
Tel: (415) 291-8425
E-mail: rougeau@mrlawsf.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Eric Kenneally, manager.
SOUTH MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: South Mountain Property Enterprises, LLC
3 Friends Lane, Suite 202
Newtown, PA 18940
Bankruptcy Case No.: 12-12770
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Eric L. Frank
Debtor's Counsel: Albert A. Ciardi, III, Esq.
Jennifer E. Cranston, Esq.
CIARDI CIARDI & ASTIN, P.C.
One Commerce Square
2005 Market Street, Suite 1930
Philadelphia, PA 19103
Tel: (215) 557-3550
Fax: (215) 557-3551
E-mail: aciardi@ciardilaw.com
jcranston@ciardilaw.com
Estimated Assets: $50,001 to $100,000
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 John J. McGrath, Jr., managing member.
SOLYNDRA LLC: Committee Inks Deal Extending Challenge Period
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Solyndra LLC, et al., asks the U.S. Bankruptcy Court for
the District of Delaware to approve the stipulation extending
until April 6, 2012, the challenge period for the Committee
granted pursuant to of the DIP Financing final order.
The stipulation was entered among the Committee, the United States
Department of Energy, in its capacity as Prepetition Tranche B/D
Agent1, and Argonaut Ventures I, LLC, in its capacity as
Prepetition Tranche A Term Loan Facility Representative and
Prepetition Tranche E Agent.
The Final DIP order remains in full force and effect.
As reported in the Troubled Company Reporter on March 8, 2012, the
Court extended the commitment termination date under final order
(I) authorizing the Debtors to (a) obtain postpetition secured
financing; and (b) utilize cash collateral.
As reported in the TCR on Feb. 29, 2012, the Debtors sought an
extension of the commitment termination date until June 2, 2012,
in order to allow the Debtors to have continued access to cash
collateral and to borrowings available under that certain
$4,000,000 senior secured, superpriority debtor-in-possession term
loan, guaranty and security agreement.
About Solyndra LLC
Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had 968 full time employees
and 211 temporary employees. Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.
Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.
Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.
In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.
Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser. The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation. BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC. The Committee has tapped
Blank Rome LLP as counsel.
Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.
Solyndra did not receive acceptable offers to buy the business as
a going concern. Solyndra was set to begin piecemeal auctions of
the assets on Feb. 22.
Solyndra has auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.
Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.
SQUARETWO FINANCIAL: S&P Affirms 'B' Issue Credit & Notes Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services is revising its rating outlook
on SquareTwo Financial Corp. to negative from stable. "At the same
time, we affirmed our 'B' issuer credit rating on SquareTwo and
our 'B' rating on the company's second-lien senior secured notes,"
S&P said.
"The rating actions reflect a sharp decline in SquareTwo's equity
to an amount that we consider weak for the rating," said credit
analyst Kevin Cole. "In addition, we believe the recent rise in
market prices for charged-off receivables has weakened the
company's ability to rebuild equity. We will likely lower our
rating on SquareTwo if the company is unable to build equity
over the next year."
"SquareTwo's tangible equity has fallen by $113.4 million since
year-end 2009 to -$181.4 million as a result of repeated valuation
charges on debt receivables purchased in 2007 and 2008. "We
understand that GAAP accounting can undervalue the purchased
receivables on SquareTwo's balance sheet, making equity appear
artificially low," said Mr. Cole. "Still, even after adjusting
for accounting distortions, we view the company's tangible equity
as modest at best and below two years ago."
"The outlook is negative. We could lower the rating if SquareTwo
is unable to build equity over the next year, particularly if
collections weaken, and the company takes further valuation
charges. Although it is less likely, we could raise the rating if
future collection performance far exceeds our expectations, and
the company reverses a material portion of past valuation
charges," S&P said.
SUNGARD DATA: S&P Rates $905-Mil. Extended Term Loan 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to Wayne, Pa.-based software and
technology services company SunGard Data Systems Inc.'s $905
million extended term loan. The '1' recovery rating indicates that
lenders can expect very high (90%-100%) recovery in the event of a
payment default.
"Our 'B+' corporate credit rating and stable outlook on SunGard
remain unchanged and reflect our expectation that the company's
'satisfactory' business risk profile and significant base of
recurring revenues will continue to support its 'highly leveraged'
financial risk profile. Ratings also reflect SunGard's healthy
cash flow generation and strong position in the fragmented market
for investment-support processing software," S&P said.
RATINGS LIST
SunGard Data Systems Inc.
Corporate Credit Rating B+/Stable/--
New Ratings
SunGard Data Systems Inc.
Senior Secured
$905 mil extended term loan BB
Recovery Rating 1
SUSIE'S SALOON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Susie's Saloon, Inc.
430 Buffalo Rd.
1023 N. 1st Street
Selah, WA 98942
Bankruptcy Case No.: 12-01336
Chapter 11 Petition Date: March 22, 2012
Court: United States Bankruptcy Court
Eastern District of Washington (Spokane/Yakima)
Debtor's Counsel: Metiner G. Kimel, Esq.
KIMEL LAW OFFICES
1115 W. Lincoln Avenue, Suite 105
Yakima, WA 98902
Tel: (509) 452-1115
Fax: (509) 452-1116
E-mail: mkimel@mkimellaw.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/waeb12-01336.pdf
TAXMASTERS INC: Two Affiliates Filed for Chapter 7
--------------------------------------------------
BankruptcyData.com reports that concurrent with TaxMasters Inc.
S Chapter 11 filing, two affiliated Debtors -- TMIRS Enterprises
and TM GP Services -- also filed for Chapter 7 protection in the
same Court. The Company is represented by Johnie J. Patterson of
Walker & Patterson. TaxMasters offers professional services to
reduce its clients' tax liabilities and resolve IRS tax issues.
TaxMasters filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
12-32064) in Houston. Johnie J. Patterson, Esq., at Walker &
Patterson, P.C., in Houston, serves as counsel. The Debtor
estimated up to $50,000 in assets and up to $10 million in
liabilities.
THELEN LLP: 15 Former Partners Settle Trustee's Contract Claims
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that a New York
bankruptcy judge on Tuesday approved settlements between Thelen
LLP and 15 of its former partners, the latest round in the
bankrupt law firm's efforts to collect on contract claims it
launched against partners stemming from its last few years.
Law360 relates that Thelen trustee Yann Geron's motions for
approval of the settlements say that five of the settling partners
agreed to pay $38,900 and another nine agreed to cough up $68,200.
About Thelen LLP
Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution. It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006. Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.
As reported by the Troubled Company Reporter on Sept. 22, 2009,
Thelen LLP filed for Chapter 7 protection, after its partnership
agreed to dissolve the Company. The filing was expected due to
the timing of a writ of attachment filed by one of Thelen's
landlords, entitling the landlord to $25 million of the Company's
assets. The landlord won approval for that writ in June 2009, but
Thelen could void the writ by filing for bankruptcy within 90 days
of that court ruling. Thelen, according to AM Law Daily, has
repaid most of its debt to its lending banks.
THINES LLC: M&T Bank Gets More Time to Respond to Claim Objection
-----------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a stipulation
extending until May 11, 2012, the time for Manufacturers and
Traders Trust Company to respond to the objection of Thines LLC to
M&T Bank's Proof of Claim No. 4. A copy of the Stipulation dated
March 22, 2012, is available at http://is.gd/VncDxrfrom
Leagle.com.
Thines LLC, based in Jessup, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-28872) on Sept. 20, 2011.
Judge Nancy V. Alquist presides over the request. Marc Robert
Kivitz, Esq., in Baltimore, serves as the Debtor's counsel. The
Debtor scheduled $1,960,289 in assets and $2,685,032 in debts.
The petition was signed by Tyrone Hines, managing member.
Creditor Manufacturers and Traders Trust Company is represented in
the case by Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.
TOYS 'R' US: S&P Gives 'B+' Rating on $300 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue rating
and '2' recovery rating to Toys 'R' Us Delaware Inc.'s proposed
$300 million B-3 add-on term loan due 2018. Toys 'R' Us Delaware
is a wholly owned subsidiary of Toys 'R' Us. Inc. (Holdco) and is
the operator of the North American businesses. "The B-3 term loan
ranks pari-passu with the existing first-lien debt, which consists
of the $700 million B-1 term loan due 2016, $400 million B-2 term
loan due 2018, and $350 million secured notes due 2016, and
benefit from the same collateral and guarantee package. We expect
Toys R Us to use the proceeds to partly prefund debt maturities
due in 2013, which total about $1.4 billion in 2013," S&P said.
"We are lowering the issue ratings and recovery ratings on
Delaware's first-lien debt to 'B+' from 'BB-' and revising the
recovery rating to '2' from '1'. We are also lowering the issue
rating on Toys 'R' Us Delaware's $200 million unsecured debentures
due 2021 (of which about $22 million is outstanding) to 'CCC+'
from 'B'. We are thus revising the recovery rating to '6' from
'3'. The lower ratings reflect the increased amount of secured
debt pro forma for the proposed $300 million B-3 add-on term
loan," S&P said.
All other ratings are unchanged, including the 'B' corporate
credit rating. The outlook remains stable.
"The ratings on Wayne, N.J.-based Toys 'R' Us Inc. reflect our
expectation that Toys' financial risk profile will remain 'highly
leveraged', given our expectations for limited improvement in
credit protection measures in 2012," said Standard & Poor's credit
analyst Ana Lai. She added, "We base our expectations on the
intensely competitive nature of toys and juvenile products
retailing and Toys' onerous capital structure."
"The stable outlook reflects our expectation that good execution
and benefits from the continued store conversion strategy will
support operating results in 2011, despite competitive pressure.
Although unlikely in the near term, we could raise the ratings if
debt leverage declines to the mid-5x area. This could occur if
sales grow by 6% or gross margin increases by 50 basis points
(bps), resulting in EBITDA growth of about 10%, while debt remains
constant. This could also occur if Toys can execute an IPO and use
the proceeds to reduce debt by about $800 million," S&P said.
"A downgrade would reflect weaker-than-expected operating results,
which could occur if sales are below our expectations or if cost
increases pressure operating margin, such that debt leverage
exceeds 8x or liquidity contracts. For example, this could result
from sales growth slowing to 1% and gross margin contracting by
150 bps, while debt remains constant. We could also consider a
downgrade if liquidity is constrained or Toys faces difficulty in
refinancing debt maturities," S&P said.
TRAILER BRIDGE: Emerges From Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Transport Topics reports that Trailer Bridge Inc. has emerged from
Chapter 11 with Seacor Holdings as its new majority owner.
Judge Jerry Funk in the U.S. Bankruptcy Court for the Middle
District of Florida in Jacksonville confirmed the company's
reorganization plan last week. Under the terms of the plan,
Seacor and fellow bondholders Whippoorwill Associates and Edge
Asset Management get a $65 million debt instrument and 91% of a
reorganized Trailer Bridge. Seacor, Whippoorwill and Edge
provided $31 million in exit financing, court papers said.
The reorganization plan also allows secured creditors to be paid
95% to 100% of their claims in cash while holders of common stock
get 9% of new stock.
About Trailer Bridge
Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic. This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.
Trailer Bridge filed a voluntary Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 11-08348) on Nov. 16, 2011, one day
after its $82.5 million 9.25% Senior Secured Notes became due.
Gardner F. Davis, Esq., at Foley & Lardner LLP, and DLA Piper LLP
(US) serve as the Debtor's counsel. Global Hunter Securities LLC
serves as the Debtor's investment banker. RAS Management Advisors
LLC serves as the Debtor's financial advisor. Kurtzman Carson
Consultants LLC serves as claims, noticing, and balloting agent.
The Debtor disclosed $97,345,981 in assets, and $112,538,934 in
liabilities.
On Dec. 6, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors in the Debtor's case.
VANGUARD NATURAL: Moody's Rates Sr. Notes Caa1, Assigns B2 CFR
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Vanguard
Natural Resources, LLC 's senior unsecured notes due 2020. Moody's
also assigned a B2 Corporate Family Rating (CFR) and Probability
of Default Rating (PDR), and an SGL-3 Speculative Grade Liquidity
(SGL) rating. This is the first time that Moody's has rated
Vanguard. The outlook is stable.
Ratings Rationale
"The B2 CFR is supported by Vanguard's low operational risk, low
sustaining capital requirements resulting from shallow decline
rates, strong returns with a large proportion of liquids
production, and relatively low risk growth strategy," commented
Jonathan Kalmanoff, Moody's Analyst. "The rating is restrained by
the risks inherent in the MLP business model which requires
continuous high distributions and growth through acquisitions
funded with external financing." Vanguard's scale is small
relative to B2 rated peers, and the company has a modest degree of
diversification with 76% of production coming from two areas and
the remaining production spread between four other areas.
The Caa1 senior unsecured note rating reflects both the overall
probability of default of Vanguard, to which Moody's assigns a PDR
of B2, and a loss given default of LGD5-86%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated two notches
beneath the B2 CFR under Moody's Loss Given Default Methodology.
The SGL-3 indicates adequate liquidity for 2012. Pro forma for the
notes offering, equity issuance, and Appalachian Exchange,
Vanguard has $3 million of cash and $344 million of availability
under a $680 million borrowing base credit facility (subject to
covenant headroom). Financial covenants under the facility are
debt / EBITDA of no more than 4.0x and a current ratio of at least
1.0x. Moody's expects the company to remain in compliance with the
covenants during 2012, particularly given the very low sustaining
capital requirements relative to cash flows and hedges which
reduce cash flow volatility over the near term. There are no debt
maturities until 2016 when the credit facility matures.
Substantially all of Vanguard's oil and gas assets are pledged as
security under the facility, which limits the extent to which
asset sales could provide a source of additional liquidity if
needed.
Moody's could upgrade the ratings if scale increases with average
daily production of at least 20 mboe/d while maintaining debt /
proved developed reserves of no more than $6.50/boe. Moody's could
downgrade the ratings if leverage is expected to increase with
debt / proved developed reserves sustained above $11.00/boe, if
distribution coverage falls below 1.1x, or if Vanguard's business
risk profile deteriorates.
The principal methodology used in rating Vanguard Natural
Resources was the Global Independent Exploration and Production
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Vanguard Natural Resources, LLC, is an independent exploration and
production company headquartered in Houston, Texas.
VERSO PAPER: Moody's Assigns 'Ba2' Rating to New ABL Facility
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD1 4%) rating to Verso
Paper Holding's proposed Asset-based Revolving Credit Facility
(ABL) due 2017. This facility, in conjunction with the proposed
$50 million Revolving Credit Facility due 2017 (Ba2, LGD2 20%),
will replace the company's existing $200 million Revolver that
matures in August 2012. The proposed refinancing is leverage
neutral. Moody's also affirmed the B2 corporate family (CFR) and
probability of default ratings along with the company's instrument
ratings. The rating outlook remains stable.
Moody's took the following rating actions:
- Assigned Ba2 (LGD1 4%) to the ABL facility due 2017
Ratings Rationale
Verso's B2 corporate family rating primarily reflects the
company's vertically integrated, relatively low cost asset base
and its scale as the second largest producer of coated papers in
North America. The rating also considers the company's significant
debt load, its narrow product focus and the expectation that the
company will continue to face secular demand declines for its
primary products.
The proposed ABL is rated Ba2, which is 3 notches higher than the
CFR. This reflects its priority ranking in the overall waterfall
of debts. The proposed ABL facility will be secured by the current
assets of the company and will have a second lien on the fixed
assets of the company, which secure the senior secured notes (Ba2,
LGD2 20%) and the proposed $50 million senior secured revolving
credit facility. The rating is subject to Moody's review of final
documentation.
The outlook on Verso's ratings is stable, reflecting expectations
that the company will be able to refinance its debt obligations on
a timely basis and that industry fundamentals will allow the
company to maintain credit protection measures appropriate for its
current rating. Moody's will consider an upgrade if RCF/TD were to
approach 10%, with (RCF-CapEx)/TD approaching 5%, both metrics on
a normalized and sustainable basis. Downward rating pressure is
likely to develop if Moody's believes that Verso will not be able
to refinance its remaining near-term debt obligations on a timely
basis or if Verso's normalized RCF/TD and (RCF-CapEx)/TD drop
below 5% and 2%, respectively, for a sustained period of time.
The principal methodology used in rating Verso was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with a 20% coated
groundwood market share and about 12% coated freesheet market
share. The company operates 9 paper machines at four mills with
total paper production capacity of approximately 1.7 million tons.
VERTIS INC: 15 Months From Ch.22 Exit Moody's Cuts CFR to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Vertis, Inc.'s Corporate
Family Rating (CFR) to Caa1 from B3. The Probability of Default
Rating (PDR) and Secured Term Loan facility were also downgraded
to Caa1 from B3. The ratings remain under review for further
downgrade. The ratings were lowered and remain on review due to
the continuing negative secular trends in the industry as well as
competitive pressures which Moody's believes will make it
difficult for Vertis to stay in compliance with covenants and
delever its balance sheet without raised concerns for a
restructuring.
The following summarizes Moody's ratings and the March 26, 2012
rating actions for Vertis:
Issuer: Vertis, Inc.
Corporate Family Rating downgraded to Caa1 from B3
Probability of Default Rating downgraded to Caa1 from B3
Secured Term Loan downgraded to Caa1 (LGD-4, 56%) from B3
(LGD4 -52%)
Outlook, Changed From Negative to Ratings Under Review for
Downgrade
Ratings Rationale
Vertis' Caa1 CFR reflects the company's high leverage levels of
over 5x as of 9/30/11 (including Moody's standard adjustments for
leases and pension obligations), the continuing decline in demand
for advertising inserts, as well as ongoing price and volume
pressure on print-based advertising and direct marketing products
and services that comprise the majority of the company's revenue
base. The rating also reflects high variable costs, a limited
cushion of compliance on its covenants, high interest rates, and a
weak liquidity profile. While Vertis benefits from its broad
geographic reach and customer relationships in the industry, they
are more than offset by the secular challenges the industry faces
and by intense competition from larger, higher rated competitors.
The rating is on review for downgrade due to the limited cushion
of compliance with its financial covenants that could impact its
availability to access its ABL revolver which is a concern given
its limited cash position. The review will focus on the company's
ability to remain in compliance with covenants and have access to
adequate levels of liquidity. The review will also focus on its
ability to reduce costs and manage the ongoing price and volume
pressures affecting the industry while competing with larger and
less leveraged competitors.
Moody's does not anticipate an upgrade in the rating given the
recent downgrade and the negative secular trends in the industry.
A failure to remain in compliance with covenants and being unable
to receive an amendment from lenders due to industry pressures or
the loss of key customers could also lead to a further downgrade
as would any kind of restructuring of its debt balances.
Vertis' ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Vertis' core industry and
believes Vertis' ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Vertis Inc., headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America. Vertis merged with ACG in October 2008 upon
the emergence of both companies from a July 2008 pre-packaged
bankruptcy filings. Given continued declines in revenue since the
end of 2008, particularly for advertising inserts, the company has
been challenged to reduce debt balances. On November 2, 2010,
Vertis announced a proposed restructuring with a pre-packaged
Chapter 11 backstop and emerged from Chapter 11 on December 20,
2010. Through the 12 months ended September 2011, revenue was
approximately $1,212 million.
VITRO SAB: Affiliates Responsible for $1BB in Debt, Judge Rules
---------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge ruled Friday that affiliates of Vitro SAB de CV are
responsible for $1.35 billion in debt, but bondholders will have
to wait before they can collect from the affiliates.
Law360 relates that Judge Bernard Fried granted summary judgment
to the debt's trustee, Wilmington Trust NA, finding that the
subsidiaries are liable for the debt ? a decision he also reached
in December for other bondholders for their own $1.2 billion in
Vitro bonds.
About Vitro SAB
Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.
Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).
Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders. The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States. Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.
Concurso Mercantil & Chapter 15 Proceedings
Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.
Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings. But an appellate court in Mexico
reinstated the reorganization in April 2011. Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).
The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders. The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.
Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P. Together, they held US$75 million, or
approximately 6% of the outstanding bond debt. The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.
Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.
A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer. The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro. The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.
Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al. Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel. Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.
The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.
U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7. The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.
WASHINGTON MUTUAL: Plea to Reconsider Plan Confirmation Denied
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied the
request for relief in reference to the confirmation of Washington
Mutual Inc.'s Seventh Amended Plan of Reorganization.
On March 7, 2012, individual PIERS shareholders -- George M.
Dodson and Kaye R. Dodson, Mike Peters, Mark Evans, Michael
Rozenfeld, Ganezan Jayaraman, Glenn Gardipee and Florin Matache --
asked that the Court reconsider its order confirming the Debtors'
Plan, explaining that, among other things:
1. PIERS holders that exercised their right to vote could not
make an intelligent decision on the Plan releases; and
2. (i) due to ambiguous language, the subordination agreement
does not properly alert junior creditors to the various risks and
(ii) New York law governs the interpretation of the PIERS
indentures.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the 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.
Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.
As reported in the Troubled Company Reporter on March 21, 2012,
the Debtors disclosed that their Seventh Amended Joint Plan of
Affiliated Debtors, as modified, and as confirmed by order,
dated Feb. 23, 2012, became effective, marking the successful
completion of the chapter 11 restructuring process.
WASHINGTON MUTUAL: Court OKs Estimated Maximum of Equity Interests
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Washington Mutual Inc., to estimate the maximum amount of certain
equity interests for purposes of establishing reserves under the
Debtors' Seventh Amended Plan.
The Court also ordered that the estimated interests are "Disputed
Equity Interests under the Plan and will remain so unless and
until they are disallowed or become "Allowed Equity Interests"
under the Plan.
A full-text copy of the order and list of estimated claims is
available for free at
http://bankrupt.com/misc/WASHINGTONMUTUAL_plan_estimateclaim_order
.pdf
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the 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.
Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.
As reported in the Troubled Company Reporter on March 21, 2012,
the Debtors disclosed that their Seventh Amended Joint Plan of
Affiliated Debtors, as modified, and as confirmed by order,
dated Feb. 23, 2012, became effective, marking the successful
completion of the chapter 11 restructuring process.
WAVE2WAVE COMMUNICATIONS: Section 341(a) Meeting Set for March 28
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Wave2Wave Communications, Inc., on March 28, 2012, at 9:15 a.m.
at Suite 1401, One Newark Center.
Creditors are requested to file their proofs of claim by June 26,
2012.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
U.S. EAGLE: Court OKs Sale of Eagle One's Personal Property
-----------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey authorized U.S. Eagle Corporation, et al.,
to sell substantially all of the personal property of Debtor Eagle
One Golf Products, Inc.
The Debtors did not disclose a stalking horse bidder for the
assets.
The Debtors scheduled an April 16, 2012 auction of the assets at
the offices of Lowenstein Sandler PC, 65 Livingston Avenue,
Roseland, New Jersey. Qualified bids are initially due 5:00 p.m.
(prevailing Eastern Time) on March 28.
The Court will consider the sale of the assets to the winning
bidder at a hearing on April 23, at 10:00 a.m. Objections, if
any, are due 4:00 p.m. on April 20.
In the event the Debtors select a Stalking Horse Bidder in
accordance with the bidding procedures, the Debtors reserve,
subject to the consent of Comerica Bank, NA, and in consultation
with the Official Committee of Unsecured Creditors, the right to
provide certain bidding protections to such Stalking Horse Bidder,
including, if the Debtors sell the Transferred Assets to a
purchaser other than the Stalking Horse Bidder, to (i) pay to the
Stalking Horse Bidder a break-up fee of up to 3% of the purchase
price and (ii) reimburse the reasonable fees and expenses of the
Stalking Horse Bidder.
Comerica Bank has objected to sale of the assets, explaining that,
among other things:
a) no portion of the proceeds from the sale of EOG must be
commingled with the funds that have been or will be deposited into
the Trust Account established under the TCS Sale order for the
purpose of setting aside $3,000,000 in proceeds from that sale,
subject to Comerica's prior and superior lien, but for benefit of
the estate or unsecured creditors;
b) Comerica does not have sufficient information to understand
how much the Debtors hope to set aside from the sale of the
Transferred Assets of EOG for costs and expenses associated with
the wind down of the seller's estates.
About U.S. Eagle
U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.
Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.
Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.
On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors. Porzio, Bromberg & Newman, P.C.,
represents the Committee. The Committee retained Eisneramper LLP
as its accountant and financial advisor.
No trustee or examiner has been requested or appointed in the
Chapter 11 cases.
U.S. EAGLE: March 5 Order Authorizing Cash Collateral Use Vacated
-----------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey vacated the March 5, 2012, order
authorizing U.S. Eagle Corporation, et al.'s access to the cash
collateral.
The Court stated that the order for the stipulation and consent
order approving budget pursuant to final cash collateral order was
entered in error and must be vacated.
A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/USEAGLE_cashcoll_stipulation.pdf
About U.S. Eagle
U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.
Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.
Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.
On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors. Porzio, Bromberg & Newman, P.C.,
represents the Committee. The Committee retained Eisneramper LLP
as its accountant and financial advisor.
No trustee or examiner has been requested or appointed in the
Chapter 11 cases.
U.S. EAGLE: Plan Outline Hearing Scheduled for April 17
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on April 17, 2012, at 11:00 a.m., to consider
adequacy of the Disclosure Statement explaining U.S. Eagle
Corporation, et al.'s Chapter 11 Plan. Objections, if any, are
due April 3.
The Debtors filed their First Amended Disclosure Statement for the
Plan of Reorganization dated March 5, 2012. The original
Disclosure Statement was filed on March 4.
According to the First Amended Disclosure Statement, the Plan
provides that holders of Allowed Claims and Interests in Classes
1, 2, 3A, 3B, 3C, 3D, 3E, and 4 will be satisfied in full and are
not entitled to vote on the Plan because Holders of Claims in
those classes are unimpaired, and conclusively presumed to accept
the Plan. Allowed Administrative Claims and Priority Tax Claims
are unimpaired and are not classified under the Plan. The
acceptance of the Plan by Holders of these Claims is not required
and the Debtors are not soliciting their votes.
All Cash necessary for the Reorganized Debtors to make payments
required by this Plan shall be obtained from (a) existing Cash
balances, (b) the operations of the Debtors or Reorganized
Debtors, and (c) proceeds from the sale of certain assets.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/US_EAGLE_ds_firstamended.pdf
About U.S. Eagle
U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.
Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.
Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.
On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors. Porzio, Bromberg & Newman, P.C.,
represents the Committee. The Committee retained Eisneramper LLP
as its accountant and financial advisor.
No trustee or examiner has been requested or appointed in the
Chapter 11 cases.
U.S. EAGLE: Taps Lee & Associates as Fullerton Property Broker
--------------------------------------------------------------
U.S. Eagle Corporation, et al., ask the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ Lee &
Associates as real estate broker for the Fullerton Property.
The Debtor relate that pursuant to the order employing Hilco Real
Estate, LLC as their real estate broker for the sale of the
Debtors' properties located in Riverside, California, Lee was
approved to serve as the sublisting broker.
Lee's primary responsibilities as Fullerton Property broker are:
a) take the necessary steps to list and market the Fullerton
Property in a manner to maximize the value thereof;
b) facilitate the dissemination of information to interested
parties with respect to the Fullerton Property;
c) assist the Debtors with the sale process; and
d) take any other acts to prepare for, conduct and effectuate
the sale of the Fullerton Property and to ensure the highest
possible price(s) or best offer(s) for the Fullerton Property.
To the best of the Debtors' knowledge, Lee is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About U.S. Eagle
U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.
Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.
Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.
On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors. Porzio, Bromberg & Newman, P.C.,
represents the Committee. The Committee retained Eisneramper LLP
as its accountant and financial advisor.
No trustee or examiner has been requested or appointed in the
Chapter 11 cases.
UNITED RETAIL: Landlords Object to Proposed Sale to Versa Capital
-----------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that the landlords of
properties leased to United Retail Group Inc. objected Friday to a
proposed deal with stalking horse bidder Versa Capital Management,
demanding that the stores continue to comply with the obligations
in their leases before a buyout is approved.
According to Law360, the landlords, who are all the owners or
managing agents of shopping centers throughout the U.S., argue
that the proposed cure amounts underestimate the amounts owed to
the landlords by up to $21,000 per location, plus attorneys' fees.
About United Retail Group
United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.
The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent. Versa Capital's legal advisor is Sullivan & Cromwell LLP.
Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility. The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.
Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.
WAVE2WAVE COMMUNICATIONS: Wants to Hire Cole Schotz as Counsel
--------------------------------------------------------------
Wave2Wave Communications, Inc., et al., seek permission from the
Bankruptcy Court to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A., as their bankruptcy counsel. Cole Schotz will, among other
things:
(a) advise the Debtors of their rights, powers and duties as
debtors-in-possession in continuing to operate and manage
their businesses and assets;
(b) review and object to claims;
(c) advise the Debtors concerning, and assist in the
negotiation and documentation of, debtor-in-possession
financing, debt restructuring and related transactions;
(d) review the nature and validity of agreements relating to
the Debtors' businesses and advise the Debtors in
connection therewith; and
(e) advise the Debtors concerning the actions they might take
to collect and recover property for the benefit of their
estates.
The current rates of Cole Schotz's professionals are:
Members $325 to $775 per hour
Special Counsel $340 to $500 per hour
Associates $210 to $425 per hour
Paralegals $160 to $245 per hour
Litigation and Support Specialist $100 to $185 per hour
In connection with the Chapter 11 filings, Cole Schotz has a
retainer from the Debtors of $238,000 for postpetition
representation.
Prior to the Petition Date, Cole Schotz received $17,862 for
services rendered and disbursements and other charges incurred
during the 90-day period before the Petition Date.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., attests to the Court that his firm does not hold or
represent any interest adverse to the Debtors, their creditors or
estates and is a disinterested person.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: Five-Member Creditors Committee Formed
----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, the U.S. Trustee for Region 3, appointed five members
to the official committee of unsecured creditors in the bankruptcy
case of Wave2Wave Communications Inc.
The members of the Committee are:
(1) Susan L. Sowell
FairPoint Communications
521 East Morehead Street, Suite 500
Charlotte, NC 28202
Tel: 704-227-3647
Fax: 704-344-1594
(2) Hadley E. Feldman
AboveNet, Inc.
360 Hamilton Avenue
White Plains, NY 10601
Tel: 914-421-6700
Fax: 914-421-6793
(3) James Finneran
Blitz Telecom Consulting, LLC
1420 Lake Whitney Drive
Windermere, FL 34786
Tel: 443-375-2899
Fax: 240-358-6510
(4) Curtis Gibson
Command Financial Press
75 Varick Street
New York, NY 10013
Tel: 212-274-0070
Fax: 212-431-3580
(5) James W. Grudus, Chairperson
AT&T Services, Inc.
One AT&T Way
Room 3A218
Bedminster, NJ 07921
Tel: 908-234-3318
Fax: 832-213-0157
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: Hires J.H. Cohn as Financial Advisor
--------------------------------------------------------------
Wave2Wave Communications Inc., et al., seek permission from the
Bankruptcy Court to employ J.H. Cohn LLP as their financial
advisor nunc pro tunc to Feb. 17, 2012.
The Debtors wish to tap J.H. Cohn as their financial advisor to,
among other things:
(a) assist in the preparation of projections (both a rolling
13-week cash flow forecast and annual accrual basis
projections for the year 2012);
(b) assist management with identification and implementation of
short-term cash management procedures and controls;
(c) assist the Debtors and legal team in gathering and
determining the relevant financial information needed for
Bankruptcy Schedules and statement of financial affairs and
first day motions;
(d) coordinate dissemination of financial information to other
parties-in-interest;
(e) assist the Debtors in negotiating post-petition credit
terms and communications with trade creditors; and
(f) assist the Debtors in evaluating the adequacy of proposals
from potential DIP lenders.
J.H. Cohn's hourly billing rates are:
Partners/Senior Partners $580 - $790/hour
Managers/Senior Managers/Directors $430 - $610/hour
Other Professional Staff $270 - $400/hour
Paraprofessionals $180/hour
The Debtors will also reimburse J.H. Cohn for its expenses.
Bernard A. Katz, at J.H. Cohn, attests to the Court that his firm
does not hold or represent any interest adverse to the Debtors,
their creditors or estates and is a disinterested person.
J.H. Cohn has received a retainer of $62,000 for professional
services to be rendered.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: Taps KCC as Claims and Noticing Agent
---------------------------------------------------------------
Wave2Wave Communications Inc., et al., seek permission from the
Bankruptcy Court to employ Kurtzman Carson Consultants LLC to, in
the Debtors' discretion, send out designated notices, maintain
claims files and a claims register, and act as balloting agent.
In addition, the Debtors are seeking authorization to employ
KCC to assist them with: (a) preparing and mailing customized
proofs of claim to the creditors listed on the Debtors' Schedule
of Liabilities, (b) preparation, mailing and tabulation of ballots
for the purpose of voting to accept or reject a plan of
reorganization, and (c) any other similar additional services
requested by the Debtors.
KCC received a $20,000 retainer from the Debtors.
The Debtors believe that KCC is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: Taps Mintz Levin as Special Counsel
-------------------------------------------------------------
Wave2Wave Communications Inc., et al., seek permission from the
Bankruptcy Court to employ Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., as their special counsel, effective as of Feb. 20,
2012. The firm will, among other things:
(a) advise the Debtors with respect to any potential financing,
acquisitions or mergers or sales of their assets outside of
the ordinary course of business;
(b) assist in the negotiation, documentation and implementation
of any potential financing, acquisitions or mergers or
sales of their assets outside of the ordinary course of
business;
(c) advise the Debtors on their relationships with stockholders
and lenders;
(d) advise the Debtors on employment and general corporate
matters as they may arise in the Chapter 11 cases or
otherwise; and
(e) assist and respond to Cole, Schotz, Meisel, Forman &
Leonard, P.A., in administering the Debtors' Chapter 11
cases by providing Cole Schotz with legal and historical
information based on the firm's knowledge of the Debtors'
operations and financial affairs.
The firm's current hourly rates are:
Members $540 to $1,100
Associates $270 to $575
Paralegals $180 to $290
The Debtors will also reimburse the firm for its expenses
including, among other things, telephone and telecopier, document
processing, travel expenses and "working meals".
During the one year period before the Petition Date, Mintz Levin
received a sum of $584,766 from the Debtors for prepetition
services.
Ivan Blumenthal, Esq., at Mintz, Levin, Ferris, Glovsky and Popeo,
P.C., attests to the Court that neither he nor any member of his
firm holds or represents any interest adverse to the estate of the
Debtors.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: Has Until April 1 to File Schedules
-------------------------------------------------------------
The Bankruptcy Court has extended Wave2Wave Communications Inc.,
et al's deadline to file schedules of assets and liabilities and
statement of financial affairs through April 1, 2012.
"In view of the emergent nature of their Chapter 11 filings, the
Debtors and their professionals were unable to fully review,
analyze and focus on the numerous documents and other materials
necessary to complete the Schedules," Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., counsel for the
Debtors, told the Court.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WAVE2WAVE COMMUNICATIONS: IPC Agrees Not to Discontinue Services
----------------------------------------------------------------
IPC Network Services and Wave2Wave Communications, Inc., et al.,
entered into a Stipulation and Agreed Order wherein IPC agrees not
to alter, refuse, or discontinue service to the Debtors until
March 29, 2012.
The Debtors and the carries engaged in good faith negotiations
with regards to the adequate assurance of payment for postpetition
utility services.
IPC has asserted that it is not a "utility" under Section 366 of
the Bankruptcy Code.
The final hearing on the Utilities Motion will be held on
March 29, 2012, as it pertains solely to IPC.
About Wave2Wave Communications
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012. Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.
Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999. Judge Donald H. Steckroth presides
over the case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel. The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.
WILD GOOSE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wild Goose Farm, LLC
767 East Washington Street
Charles Town, WV 25414
Bankruptcy Case No.: 12-00387
Chapter 11 Petition Date: March 21, 2012
Court: United States Bankruptcy Court
Northern District of West Virginia (Martinsburg)
Judge: BK Patrick M. Flatley
Debtor's Counsel: Lawrence J. Yumkas, Esq.
YUMKAS, VIDMAR & SWEENEY LLC
2530 Riva Road, Suite 400
Annapolis, MD 21401
Tel: (443) 569-0758
Fax: (410) 571-2798
E-mail: lyumkas@yvslaw.com
Scheduled Assets: $2,540,100
Scheduled Liabilities: $4,679,171
A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvnb12-00387.pdf
The petition was signed by Christopher B. Shultz, managing member.
* Adversary Cases Rise Amid Drop in 2011 Bankruptcy Filings
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that while business
bankruptcy filings fell 14 percent in fiscal year 2011, a notable
exception was filings of adversary proceedings, which increased in
this climate by 8 percent, according to a study released Monday by
the Administrative Office of the U.S. Courts.
That jump is part of a general trend over the past five years,
which saw a 51 percent increase in adversary proceedings that is
likely the result of the 150 percent surge in Chapter 11 petitions
filed from 2007 to 2009, Law360 relates.
* Timothy Bennett Joins Clifford Chance's N.Y. Trading Practice
---------------------------------------------------------------
Timothy Bennett has recently joined Clifford Chance's secondary
market trading practice in New York. Mr. Bennett joins Clifford
Chance from Brown Rudnick, where he has gained significant
experience in the negotiation, documentation and settlement of
bankruptcy claim, distressed bond and bank debt (under both LSTA
and LMA regimes) transactions and in the review and analysis of
credit documentation, indentures, plans of reorganization and
disclosure statements. He regularly represents the trading desks
of domestic and international banks and investment funds in
transactions involving claims against companies in bankruptcy or
financial distress.
Clifford Chance said: "Mr. Bennett adds significant claims trading
experience to our market-leading international secondary market
trading practice, representing clients on high profile matters,
including in connection with: the proceedings resulting from the
bankruptcy filings of, among others, MF Global, Bernard L. Madoff
Investment Securities, Lehman Brothers, General Motors, Delphi,
Mesa Air Group, TerreStar and Asarco; the purchase and sale of
interests in and claims against several Madoff "feeder funds" and
other on- and offshore investment vehicles in liquidation;
transactions involving the post-reorganization equity of
reorganized debtors such as Stallion Oilfield and Readers' Digest
and purchase and sale transactions for claims based on bonds
issued by or deposits held at failed Icelandic banking
institutions such as Landsbanki, Kaupthing and Glitnir."
Clifford Chance is a law firm with 34 offices in 24 countries and
some 3,200 legal advisers.
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
Grand Hyatt Atlanta, Atlanta, Ga.
Contact: http://www.turnaround.org/
Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center,
National Harbor, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Ritz-Carlton Amelia Island, Amelia Island, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Westin Copley Place, Boston, Mass.
Contact: http://www.turnaround.org/
Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
JW Marriott Chicago, Chicago, Ill.
Contact: http://www.turnaround.org/
October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Wardman Park, Washington, D.C.
Contact: http://www.turnaround.org/
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
*********
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, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2012. 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 ***