/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120403.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 3, 2012, Vol. 16, No. 93 Headlines 1701 COMMERCE: Doughterty Wants to Foreclose on Hotel 23 EAST: Voluntary Chapter 11 Case Summary 2655 BUSH: Hires St. James Law as Bankruptcy Counsel 316 SECOND: Voluntary Chapter 11 Case Summary 3210 RIVERDALE: Case Summary & 4 Largest Unsecured Creditors ACTUANT CORP: Moody's Upgrades CFR/PDR to 'Ba1'; Outlook Stable ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011 ALLINGER PROPERTIES: Case Summary & 12 Largest Unsecured Creditors ALLYKAT LLC: Voluntary Chapter 11 Case Summary AMBASSADORS INT'L: Eugene Davis Resigns from All Positions AMERICA WEST: Delays Form 10-K for 2011 AMERICAN AIRLINES: Sets Up Claims Settlement Procedures AMERICAN AIRLINES: Can Honor Labor Arbitration Obligations AMERICAN AIRLINES: Wins OK to Assume Chartis Insurance Pacts AMERICAN AIRLINES: Wins OK for Perella as Financial Advisor AMERICAN DEFENSE: Delays Form 10-K for 2011 AMERICAN MARINE: Judge Dismisses Bankruptcy Case Filed by Receiver AMERICAN NATURAL: Incurs $905,800 Net Loss in 2011 APPLIED MINERALS: Incurs $7.5 Million Net Loss in 2011 APTALIS PHARMA: Moody's Says Refinancing Likely to Hit Rating ARCTIC RENTALS: Case Summary & 6 Largest Unsecured Creditors ATRINSIC INC: Suspends Filing of Reports with SEC BERTHEL GROWTH: Suspending Filing of Reports with SEC BILLMYPARENTS INC: Rob DeSantis Named to Board of Directors BIO-KEY INTERNATIONAL: Delays Form 10-K for 2011 BIOFUELS POWER: Delays Form 10-K for 2011 BLACK RAVEN: Delays Filing of 2011 Annual Report BRIGHAM EXPLORATION: Moody's Withdraws 'B3' Corp. Family Rating BUFFETS INC: Amends Schedules of Assets and Liabilities CAMARILLO PLAZA: Court Hires Colliers International as Broker CAVE LAKES: Court OKs Neil J. Beller Ltd as Counsel CENTRE PLAZA: Voluntary Chapter 11 Case Summary CHINA EXECUTIVE: Incurs $5.5 Million Net Loss in 2011 CHRIST HOSPITAL: Court OKs Alvarez & Marsal as Financial Advisor CHRIST HOSPITAL: Court OKs Greenberg Traurig as Ombudsman Counsel CHURCH STREET: Assets Sale Hearing Scheduled for April 30 CICERO INC: Delays Form 10-K for 2011 CINRAM INTERNATIONAL: Incurs $88.5 Million Net Loss in 2011 CINTEL CORP: Delays Form 10-K for 2011 CIT GROUP: To Redeem $500MM of 7% Notes Due 2017 CLIFFS CLUB: GGG Partners and Katie S. Goodman OK'd as CRO CLIFFS CLUB: Panel Taps John B. Butler as Local Counsel CLIFFS CLUB: Timothy Cherry Approved as Independent Contractor CMS ENERGY: Moody's Issues Summary Credit Opinion COMMUNITY MEMORIAL: Section 341(a) Meeting Scheduled for April 13 COMMUNITY MEMORIAL: Hires Philip W. Nantz as Labor Counsel COMMUNITY MEMORIAL: Creditors Panel Retains Varnum LLP as Counsel COMPREHENSIVE CARE: Incurs $14.1 Million Net Loss in 2011 COMSTOCK MINING: Incurs $11.6 Million Net Loss in 2011 CONDOR DEVELOPMENT: Case Summary & Largest Unsecured Creditor CONVERTED ORGANICS: Has 3.3 Million Outstanding Common Shares COPEINCA ASA: Weak Balance Sheet Cues Fitch to Downgrade Ratings CORD BLOOD: Delays Filing of Form 10-K for 2011 CREATIVE VISTAS: Reports $11.6 Million Net Income in 2011 CROWN RANCH: Court Rules in Suit Over Texas DTPA Violations DANIELS ASSETS: Case Summary & Largest Unsecured Creditor DEAN FOODS: Moody's Says Class Action Dismissal Credit Positive DEB SHOPS: Court Converts Chapter 11 Case to Chapter 7 DECOR PRODUCTS: Delays Form 10-K for 2011 DPL INC: Moody's Issues Summary Credit Opinion DYNEGY HOLDINGS: Lease Decision Deadline Moved to June 4 DYNEGY HOLDINGS: Wins OK to Reject 2 Patriot Coal Supply Pacts DYNEGY HOLDINGS: Panel Wins Approval to Hire ICF as Advisor EASTMAN CHEMICAL: Moody's Issues Summary Credit Opinion EDISON MISSION: Moody's Cuts Sr. Unsecured Debt Rating to 'Caa3' ELEPHANT TALK: Incurs $25.3 Million Net Loss in 2011 ELPEDA L.L.C.: Case Summary & Largest Unsecured Creditor ENERGY COMPOSITES: Incurs $6.4 Million Net Loss in 2011 EVEREST CROSSING: Voluntary Chapter 11 Case Summary FIDELITY BANK: Closed; The Huntington National Assumes Deposits FIELDSBORO PROPERTIES: Voluntary Chapter 11 Case Summary FLORIDA GAMING: Incurs $21.7 Million Net Loss in 2011 FREEDOM PROPERTY: Case Summary & 3 Largest Unsecured Creditors GENERAL MOTORS: District Court Rejects Untimely Appeal GENMED HOLDING: Delays Form 10-K for 2011 GLOBAL GEOPHYSICAL: Moody's Rates $50MM Sr. Unsecured Notes 'B3' GRAYMARK HEALTHCARE: Delays Form 10-K for 2011 HASSAYAMPA GOLF: Voluntary Chapter 11 Case Summary HEARUSA INC: To Present Plan for Confirmation on May 7 HERCULES OFFSHORE: Plans to Offer $500 Million of Notes HERCULES OFFSHORE: Plans to Offer 20 Million Common Shares HERCULES OFFSHORE: To Acquire Ocean Columbia for $40 Million HOMELAND SECURITY: Reports $4.7MM Net Income in Half-Year 2011 HOSTESS BRANDS: Expects to Reach Deal With Union on Asset Sale HOSTESS BRANDS: DIP Deadline for CBA Rejection Moved to April 30 HOVNANIAN ENTERPRISES: Moody's Issues Summary Credit Opinion HWI GLOBAL: Delays Form 10-K for 2011 IDO SECURITY: Delays Form 10-K for 2011 INFUSION BRANDS: Incurs $6.9 Million Net Loss in 2011 INTELLICELL BIOSCIENCES: Delays Form 10-K for 2011 INTERMETRO COMMUNICATIONS: Reports $3.6-Mil. Net Income in 2011 INTERMETRO COMMUNICATIONS: J. Touber Holds 11.3% Equity Stake IPALCO ENTERPRISES: Moody's Issues Summary Credit Opinion IVOICE INC: Delays Form 10-K for 2011 JAMES DONNAN: SEC Wants Court to Deny Plan to Pay Creditors JANAKI HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors JESCO CONSTRUCTION: Steve Olen Approved to Handle BP Litigation K&MD, LLP: Case Summary & Largest Unsecured Creditor KRESCENT ENERGY: Case Summary & 20 Largest Unsecured Creditors LA JOLLA: Incurs $11.5 Million Net Loss in 2011 LAKE PLEASANT: Plan Confirmation Hearing Scheduled for April 17 LEED CORP: Files Third Amended Plan of Reorganization LYMAN LUMBER: Panel Gets Court OK to Hire Conway MacKenzie LYONDELL CHEMICAL: Blavatnik Creditor Suit Stays in Bankr. Court MAGUIRE GROUP: Court Will Convene Another Plan Outline Hearing MARTIN MIDSTREAM: Moody's Issues Summary Credit Opinion MAYPORT WHOLESLE: Case Summary & 20 Largest Unsecured Creditors METEX DEMOLITION: Voluntary Chapter 11 Case Summary MGM RESORTS: Has $1 Billion Underwriting Pact with Merrill Lynch MONEY TREE: Creditors' Panel Wants Chapter 11 Trustee MONTANA ELECTRIC: Trustee's Lawyer Confident of Turnaround Plan MUNSON BUILDERS: Case Summary & 20 Largest Unsecured Creditors MUSCLEPHARM CORP: Authorized Common Shares Hiked to 2.5 Billion NAUTICA LAKES: Has Until April 13 to Respond to Case Dismissal Bid NEIMAN MARCUS: Moody's Says Special Dividend No Impact on B2 CFR NEW HOPE: Voluntary Chapter 11 Case Summary NOBLEHOUSE TECHNOLOGIES: Case Summary & Creditors List OMNICARE INC: Moody's Rates $390MM Sr. Subordinated Notes 'Ba3' PACIFIC MONARCH: Wants to Amend APA to Include Two Real Properties PDC Energy: Moody's Issues Summary Credit Opinion PEORIA COMMERCE: Voluntary Chapter 11 Case Summary PETROQUEST ENERGY: Moody's Issues Summary Credit Opinion PHEONIX LLC: Case Summary & 3 Largest Unsecured Creditors PHYSIOTHERAPY ASSOCIATES: Moody's Assigns B2 CFR; Outlook Stable PINNACLE AIRLINES: Asks Court to Approve $74MM Loan From Delta PINNACLE AIRLINES: Delta Requires Plan Confirmation in 9.5 Months PINNACLE AIRLINES: To Wind Down Operations Under UAL Deal PINNACLE AIRLINES: List of Its 50 Largest Unsecured Creditors PLATINUM PROPERTIES: Wants Until Aug. 17 to File Chapter 11 Plan PQ CORP: Moody's Affirms Ratings After Term Loan Expansion PURADYN FILTER: Delays Form 10-K for 2011 QUAMTEL INC: Delays Form 10-K for 2011 REFLECT SCIENTIFIC: Incurs $1.18 Million Net Loss in 2011 RENEGAGE HOLDINGS: Treasury Dept. Wants $2.6MM Placed in Escrow ROBERTS HOTELS: $11 Million Cash Infusion Placed on Hold ROSETTA RESOURCES: Moody's Issues Summary Credit Opinion SAND TECHNOLOGY: Incurs C$1.3 Million Loss in Q2 2012 SILICON GRAPHICS: Buyer Files Patent Suit Against Apple et al. SOLYNDRA LLC: Says US Government Knows Risk of $535 Million Loan SOUTHERN MONTANA: Ch. 11 Trustee Has Cash Access Until April 18 SPIRIT AEROSYSTEMS: Moody's Rates $1.2BB Credit Facilities 'Ba1' SPRING POINTE: Creditor Seeks Stay Relief or Case Conversion STARK CERAMICS: Chapter 11 Counsel Won't Recover $88K in Fees Owed STARLITE HOTELS: Voluntary Chapter 11 Case Summary STRATUS MEDIA: Delays Form 10-K for 2011 SUBURBAN PROPANE: Moody's Issues Summary Credit Opinion SUNVALLEY SOLAR: Delays Form 10-K for 2011 TAXMASTERS INC: Founder Slapped With $195 Million Verdict TELETOUCH COMMUNICATIONS: Agrees to Pay $2 Million to Thermo TELVUE CORP: Converts $30-Million H.F. Lenfest Debt Into Shares TELVUE CORP: H.F. Lenfest Owns 91.9% of Common Stock TELVUE CORP: Incurs $3.5 Million Net Loss in 2011 TERRY DIEHL: Files for Chapter 11 Bankruptcy Protection THOR INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors TONGJI HEALTHCARE: Delays Form 10-K for 2011 TRAINOR GLASS: U.S. Trustee Forms 3-Member Creditor's Committee TRI-CITIES FUNERAL: Voluntary Chapter 11 Case Summary TRI-CITIES MEMORY: Voluntary Chapter 11 Case Summary TRIBUNE CO: Supplemental Disclosures Hearing Reset Sine Die TRIBUNE CO: Hearings Held on Allocation Disputes TRIBUNE CO: Pulls Out TV Stations From DirecTV TRY US: Case Summary & 18 Largest Unsecured Creditors TUMBLE BROOK: Members Form Group to Acquire Club's $8MM Debt UNILAVA CORPORATION: Delays Form 10-K for 2011 UNITED RETAIL: Files Scheduled of Assets and Liabilities VIEW SYSTEMS: Delays Form 10-K for 2011 VYCOR MEDICAL: Incurs $4.7 Million Net Loss in 2011 WAVE SYSTEMS: Incurs $10.8 Million Net Loss in 2011 WEST END: Voluntary Chapter 11 Case Summary WESTERN APARTMENT: Trustee Accepts Offer for Maui Oceanfront WILLBROS UNITED STATES: Moody's Reviews 'B3' CFR for Downgrade WINDMILL DURANGO: Court Denies Beal Bank's Plea for Relief of Stay WORLDGATE COMMUNICATIONS: Files to Liquidate XTREME GREEN: Incurs $2.2 Million Net Loss in 2011 * MERS Judge Sets Aside Bankruptcy Court's Critical Ruling * Moody's Says Healthcare Cos. to Face Reimbursement Pressures * Moody's Says Weak Demand Weigh on Global Paper Companies * Deloitte & CRG Partners Execute Asset Purchase Agreement * Public Finance Lawyer Predicts More Chapter 9 Filings in 2012 * Large Companies With Insolvent Balance Sheets ********* 1701 COMMERCE: Doughterty Wants to Foreclose on Hotel ----------------------------------------------------- Sandra Baker at Star-Telegram, citing court documents, reports that Doughterty Funding, owed about $44 million by Presidio Hotel Group, is seeking to foreclose the Sheraton Fort Worth Hotel on April 3, 2012. The foreclosure was originally set for March 6. According to the report, Dougherty said that under terms of an intercreditor agreement, Vestin Originations should have assigned the property to Dougherty when it accepted the deed in lieu of foreclosure and was prohibited from receiving any greater interest in the property. The report notes, in 2008, Presidio borrowed $11.8 million from Vestin Originations. The two lenders operated under an intercreditor agreement that protected lien positions and made Dougherty senior lender and Vestin junior lender on the property. Two days before Dougherty posted the property for foreclosure in February, Presidio deeded the property to Vestin in lieu of foreclosure. The report says Vestin filed suit in Tarrant County four days before the scheduled March 6 foreclosure, maintaining that Dougherty is barred from foreclosing before June 6 under terms of the intercreditor agreement. Three weeks ago, a judge gave a short reprieve to Vestin and stopped the March foreclosure, but had scheduled longer arguments for March 27. The March 6 hearing was canceled after the Chapter 11 filing. "Despite the fact that (Vestin) was contractually subordinated to (Dougherty) and could not recover its debt until (Dougherty) was paid, (Vestin) has tried in various underhanded and secret ways to circumvent its subordinated status," the report quotes Dougherty as saying. Vestin, it said, "has committed multiple breaches of the intercreditor agreement." Based in Fort Worth, Texas, 1701 Commerce, LLC fka Presidio Ft. Worth Hotel, LLC, filed for Chapter 11 protection on March 26, 2012 (Bankr. N.D. Tex. Case No. 12-41748). Judge D. Michael Lynn presides over the case. The Law Office of John P. Lewis, Jr., represents the Debtor. The Debtor both estimated assets and debts of between $50 million and $100 million. 23 EAST: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: 23 East 39th Street Developers LLC 23 East 39th Street New York, NY 10016 Bankruptcy Case No.: 12-11304 Chapter 11 Petition Date: March 30, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert E. Gerber About the Debtor: The Debtor owns a building on 23 East 39th Street in Bronx, New York. The property has two luxury residential dwellings in addition to five stories of commercial space. The six-story building has 11,649 square feet of space. Debtor's Counsel: James O. Guy, Esq. GUY LAW OFFICES 49 Spice Mill Boulevard Clifton Park, NY 12065 Tel: (518) 320-7136 Fax: (518) 320-7137 E-mail: jguylaw@yahoo.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Jim Benjamin, co-managing member. 2655 BUSH: Hires St. James Law as Bankruptcy Counsel ---------------------------------------------------- 2655 Bush LLC asks the U.S. Bankruptcy Court for permission to employ St. James Law, P.C. to provide it with general counsel and representation in the course of its Chapter 11 proceedings. The Debtor requires the assistance of Chapter 11 counsel with respect to: a. the requirements of the Bankruptcy Code respecting its operation as a Debtor in Possession; b. the requirements of the Office of the United States Trustee respecting operating matters and the filing of reports; c. the administration of claims, including the evaluation of timely filed Proofs of Claim; and d. the formulation and prosecution of a Plan of Reorganization. St. James Law has a single full-time professional employee, Michael St. James, whose current hourly rate is $585 per hour. The firm attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No. 12-30388) on Feb. 8, 2012. Judge Thomas E. Carlson presides over the case. The company listed assets of $15,045,351 and liabilities of $12,397,119. 316 SECOND: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 316 Second Avenue LLC 316 Second Avenue New York, NY 10003 Bankruptcy Case No.: 12-11322 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Julio E. Portilla, Esq. LAW OFFICE OF JULIO E. PORTILLA, P.C. 350 Broadway, Suite 400 New York, NY 10013 Tel: (212) 365-0292 Fax: (212) 365-4417 E-mail: jp@julioportillalaw.com Estimated Assets: $0 to $50,000 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 Haroutiun Derderian, member. 3210 RIVERDALE: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 3210 Riverdale Associates LLC 3210 Riverdale Avenue, Apartment 8F Bronx, NY 10463 Bankruptcy Case No.: 12-11286 Chapter 11 Petition Date: March 29, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) About the Debtor: The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec 101 (51B), owns a property in 3210 Riverdale Avenue, in Bronx, New York. The Chapter 11 filing was made to stop a sale sought by HSBC following a defaulted mezzanine loan for the Bronx condominium project. Debtor's Counsel: Mark J. Friedman, Esq. THE LAW OFFICES OF MARK J. FRIEDMAN P.C. 66 Split Rock Road Syosset, NY 11791 Tel: (516) 653-2480 Fax: (516) 653-2481 E-mail: mfriedman@friedmanpc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Michael Waldman of 3210 Riverdale Development, LLC, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- 3210 Riverdale Development LLC 12-11109 03/20/12 Debtor's List of Its Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NYSDTF -- $273 Bankruptcy Section P.O. Box 5300 Albany, NY 12205 3210 Riverdale Avenue Partners Property Unknown 230 W. 56th Street New York, NY 10010 Becky Drywall Corporation -- Unknown 143 Cortland Street Lindenhurst, NY 11757 HSBC Capital Property Unknown ACTUANT CORP: Moody's Upgrades CFR/PDR to 'Ba1'; Outlook Stable --------------------------------------------------------------- Moody's Investors Service has upgraded the corporate family rating of Actuant Corporation to Ba1 from Ba2 to reflect the company's low leverage and strong operating performance. The company's SGL-2 was affirmed and reflects the company's good liquidity profile. The ratings outlook has been changed to stable from positive. Upgrades: Issuer: Actuant Corporation Corporate Family Rating to Ba1 from Ba2 Probability for Default to Ba1 from Ba2 Sr Unsecured notes upgraded to Ba2 LGD5 79% from Ba3 LGD4 67% Affirmations: Issuer: Actuant Corporation Speculative Grade Liquidity Rating, Affirmed SGL-2 The rating outlook is stable. RATINGS RATIONALE The ratings upgrade for Actuant reflects its strengthening credit profile evidenced by improvements in the company's leverage, profitability, and liquidity, and Moody's expectations that the company will be able to sustain strong credit metrics over the intermediate term. The rating upgrade reflects the company's strong free cash flow generation to debt of over 20% for the LTM period ended November 30, 2011, and debt to EBITDA of under 2.5 times and deemed to be improving so that year end 2012 leverage is anticipated at under 2.0 times. The Ba1 rating considers the company's history of focusing on improving its balance sheet even though it enhances core growth with acquisitions. Although the company may occasionally make a large acquisition, Moody's expects the company to maintain low leverage by including new equity, if necessary, in its acquisition funding. Moreover, its post acquisition focus has consistently been on integration and margin improvement of the acquisition along with debt reduction through cash flow. The rating also considers its global reach and the benefits of geographic and product diversification. The rating upgrade considers the company's intention to redeem all of the outstanding 2.00% Senior Subordinated Convertible Notes due 2023 The affirmation of the company's SGL rating considers the company's low cash balances balanced by its $600 million revolver, strong cash flow generation and good room under its covenants. Additionally, the SGL considers the company's significant international presence and its ability to sell off international niche businesses as an alternative source of liquidity. The stable outlook also considers the company's history of supplementing growth through paced acquisitions and then applying its significant cash flow towards paying down its debt. An upgrade to investment grade over the short term is not likely given its expected credit profile. Moreover, the company's size, the highly cyclical nature of its businesses, and its acquisition based growth strategy means that Actuant must have above average credit metrics for the ratings category for positive ratings traction to develop. These metrics would include, but are not limited to, a debt to EBITDA of below 2.0 times on a sustainable basis (including the impact of acquisitions); free cash flow to debt was anticipated to be over 25% and EBITA to interest over 7.0 times. For an upgrade to occur, the company would need to rely less on its revolver for acquisitions and its overall liquidity rating would need to be very good. The rating could come under pressure if any of its major operating segments was to perform weakly, or if EBITA to interest was expected to fall below 5.0 times and was expected to deteriorate further or if leverage was expected to increase to above 2.5 times. A large debt financed acquisition could result in a negative outlook or even result in a ratings downgrade depending on multiple factors including the company's plans to delever back to levels more consistent with the rating category. The principal methodology used in rating Actuant was the Global Manufacturing 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. Actuant Corporation, with operations in more than 30 countries, is a diversified global manufacturer of highly engineered position and motion control systems and branded tools in a variety of industries. The company has four business segments: Industrial segment (approx. 26% of revenues), Energy segment (20%), and Electrical segment (20%) Engineered Solutions segment (34%). Revenues for the LTM period ended February 29, 2012, totaled $1.7 billion. ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011 ------------------------------------------------ Allied Irish Banks, p.l.c., filed with the U.S. Securities and Exchange Commission its annual report on Form 6-K disclosing a loss of EUR2.29 billion on EUR1.35 billion of net interest income in 2011, compared with a loss of EUR10.16 billion on EUR1.84 billion of net interest income in 2010. AIB's selected balance sheet data at Dec. 31, 2011, showed EUR136.65 billion in total assets, EUR113.21 billion in deposits by central bank and banks, customer accounts and debt securities in issue, and EUR14.46 billion shareholders' equity. A copy of the Report is available for free at: http://is.gd/uheFZp About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland, noted that there are a number of material economic, political and market risks and uncertainties that impact the Irish banking system, including the Company's continued ability to access funding from the Eurosystem and the Irish Central Bank to meet its liquidity requirements, that raise substantial doubt about the Company's ability to continue as a going concern. KPMG did not include a "going concern" qualification in its report on the Company's 2011 financial results. ALLINGER PROPERTIES: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Allinger Properties, LLC 7699 Silver Lake Rd Linden, MI 48451 Bankruptcy Case No.: 12-31397 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Daniel S. Opperman Debtor's Counsel: Peter T. Mooney, Esq. SIMEN, FIGURA & PARKER 5206 Gateway Centre #200 Flint, MI 48507 Tel: (810) 235-9000 E-mail: pmooney@sfplaw.com Scheduled Assets: $1,221,000 Scheduled Liabilities: $2,679,000 A copy of the list of 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-31397.pdf The petition was signed by Amos Allinger, manager. ALLYKAT LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: ALLYKAT LLC 15721 Condor Rodge Drive Santa Clarita, CA 91351 Bankruptcy Case No.: 12-20892 Chapter 11 Petition Date: March 27, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Ray B. Bowen, Jr., Esq. LAW OFFICES OF RAY B. BOWEN, JR. 19318 Ventura Boulevard, Suite 100 Tarzana, CA 91356 Tel: (818) 996-5000 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Mario Ricardo Herrera, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Mario Ricardo Herrera 12-20868 03/27/12 AMBASSADORS INT'L: Eugene Davis Resigns from All Positions ---------------------------------------------------------- By letter dated March 30, 2012, Eugene I. Davis, President, Treasurer and sole director of Ambassadors International, Inc., resigned from all positions held with the Company and its subsidiaries, effective March 31, 2012. As a result of Mr. Davis' resignation, after March 31, 2012, the Company will not have any officers or directors. As previously disclosed, effective March 14, 2012, pursuant to an order of the United States Bankruptcy Court for the District of Delaware, the Chapter 11 bankruptcy proceedings of the Company and its United States subsidiaries were converted from cases under Chapter 11 to cases under Chapter 7 of the United States Bankruptcy Code, and Charles A. Stanziale, Jr., Esq., was appointed Chapter 7 Trustee. About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel, and Richards, Layton & Finger as bankruptcy co-counsel. The Official Committee of Unsecured Creditors tapped Kelley Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its co-counsel. The Debtors disclosed $86.4 million in total assets and $87.3 million in total debts as of Dec. 31, 2010. Under a court-approved sale, Windstar's three luxury sailing yachts were sold to Anschutz Corp. for $35 million in cash. AMERICA WEST: Delays Form 10-K for 2011 --------------------------------------- America West Resources, Inc., is in the process of preparing and reviewing the financial and other information to be disclosed in the Annual Report on Form 10-K for the period ended Dec. 31, 2011, and management does not believe the Form 10-K can be completed on or before the prescribed due date without unreasonable effort or expense. About America West Based in Salt Lake City, Utah, America West Resources, Inc., is an established domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. The Company reported a net loss of $16.35 million on $11.08 million of total revenue for the nine months ended Sept. 30, 2011. The Company had a net loss of $16.14 million on $10.07 million of total revenue for the year ended Dec. 31, 2010, Following a net loss of $8.70 million on $11.01 million of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $31.47 million in total assets, $23.12 million in total liabilities, and $8.35 million in total stockholders' equity. As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about America West's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has a working capital deficit and has incurred significant losses. AMERICAN AIRLINES: Sets Up Claims Settlement Procedures ------------------------------------------------------- AMR Corp. and its affiliates sought and obtained the Bankruptcy Court's approval of procedures to settle certain claims asserted in their bankruptcy estates. The Pension Benefit Guaranty Corporation had objected to the proposed settlement procedures because they dispense with creditor and Court scrutiny of potentially large and controversial claims. The PBGC's counsel, Kimberly E. Neureiter, Esq. -- neureiter.kimberly@pbgc.gov -- in Washington, D.C., notes that the AMR-sponsored plans are collectively underfunded by $10 billion. "The potential for abuse is exacerbated by the fact that both the amount of the scheduled claim and the settlement amount would be decided solely by the Debtors," she avers. Thus, the motion should be denied unless de minimis settlements are limited in all events to claims scheduled at $1 million or less, the PBGC insists. The PBGC's objection was been resolved, according to the Court. In the Motion, counsel to the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, stated that the Debtors anticipate that a large number of objections to claims can be resolved for relatively small amounts when compared with the overall value of their estates. Absent the relief, the Debtors would be required to seek specific Court approval for each individual compromise and settlement of a claim, he stressed. In an attempt to reduce the administrative burden imposed on the Debtors and their estates, the Debtors proposed these settlement procedures: A) The Debtors will be authorized to settle any and all claims asserted against the Debtors without prior approval of the Court or any other party-in-interest whenever (i) the aggregate amount to be allowed for an individual claim is less than or equal to $1 million or (ii) the Settlement Amount is within 10% of the noncontingent, liquidated amount listed on the Debtors' schedules of assets and liabilities, so long as the difference in amount does not exceed $1 million; provided, however, De Minimis Settlement Amounts will not include (x) any settlement of a claim to which any present or former insider of the Debtors is a party, or (y) any settlement of a claim that includes a release by any of the Debtors of a claim they may have against the holder of a claim pursuant to Chapter 5 of the Bankruptcy Code. B) If the Settlement Amount for a claim is not a De Minimis Settlement Amount but is less than or equal to $10 million, the Debtors will submit the proposed settlement to the Official Committee of Unsecured Creditors. Within five business days of receiving the proposed settlement, the Creditors' Committee may object or request an extension of time within which to object. If a timely objection is made by the Creditors' Committee, the Debtors may either (a) renegotiate the settlement and submit a revised notification to the Creditors' Committee or (b) file a motion with the Court seeking approval of the existing settlement under Rule 9019 of the Federal Rules of Bankruptcy Procedure on no less than 14 days' notice. If no timely objection is made by the Creditors' Committee or if the Debtors receive written approval from the Creditors' Committee of the proposed settlement prior to the objection deadline, then the Debtors may proceed with the settlement, without prior approval of the Court. C) If the Settlement Amount for a claim is not a De Minimis Settlement Amount and is greater than $10 million, the Debtors will be required to seek the approval of the Court pursuant to motion under Rule 9019 on no less than 14 days' notice. D) The Debtors may settle claims where some or all of the consideration is being provided by a third party or where the Debtors are releasing claims against creditors or third parties provided the Debtors otherwise comply with the Settlement Procedures. E) On a quarterly basis, on the 30th day after the start of the quarter, beginning on the quarter that starts on April 1, 2012, the Debtors will file with the Court and serve, pursuant to the Debtors' Case Management Order, a report of all settlements of claims which the Debtors have entered during the previous quarter pursuant to the Settlement Procedures, but will not report settlements if they are the subject of a separate motion pursuant to Rule 9019. Those reports will set forth the names of the parties with whom the Debtors have settled, the relevant proofs of claim numbers, the types of claims asserted by each such party, and the amounts for which such claims have been settled. F) On a monthly basis, beginning on May 1, 2012, the Debtors will provide the Creditors' Committee with a separate report of all settlements of a De Minimis Settlement Amount entered in the preceding calendar month. 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 AIRLINES: Can Honor Labor Arbitration Obligations ---------------------------------------------------------- AMR Corp. and its affiliates won bankruptcy court permission to pay or honor prepetition obligations to the neutral arbitrator and court reporters providing services in connection with arbitration hearings related to the Debtors' collective bargaining agreements. The Court clarified that nothing in the order will be deemed: (a) an assumption, adoption, or authorization to assume any contracts or other agreements pursuant to Section 365 of the Bankruptcy Code; (b) a requirement that the Debtors make any of the payments Authorized herein, or (c) a waiver of the Debtors' rights under the Bankruptcy Code or any other applicable law; Furthermore, nothing in the order or the motion will be construed as prejudicing any rights the Debtors may have to dispute or contest the amount of or basis for any claims against the Debtors by the Neutral Arbitrators or the Court Reporters arising in connection with the Labor Arbitrations, Judge Sean Lane held. In the Motion, the Debtors noted that a majority of AMR's U.S.- based employees are unionized and subject to collective bargaining agreements. Pursuant to the Railway Labor Act, each CBA includes provisions allowing covered employees to file grievances, which set forth the manner in which grievances are to be processed or resolved. The Railway Labor Act requires the parties to establish a system board of adjustment for the purpose of adjusting and deciding disputes or grievances which may arise under the CBAs. The granting or denial of a grievance is determined by the majority vote of the System Board. In general, the System Board consists of five members: two appointed by the Debtors, two appointed by the union, and one neutral member. Pursuant to the CBAs, the System Board is contractually required to maintain a complete record of all matters submitted to it for its consideration and of all findings and decisions made. In that regard, the Debtors retain certain individuals who provide court reporting services in connection with the Labor Arbitrations. As of the Petition Date, the Debtors owed the Neutral Arbitrators $220,000 and the Court Reporters $5,000. The failure to pay for those past fees will not only damage or end the Debtors' relationships with the Neutral Arbitrators (most if not all of whom will continue to be asked to hear and decide grievance disputes under the CBAs) and the Court Reporters, but also threaten the future success of the labor grievance resolution process, Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New York, said. He assured the Court that the amounts owed are minimal in comparison to the benefits to the labor grievance resolution. 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 AIRLINES: Wins OK to Assume Chartis Insurance Pacts ------------------------------------------------------------ Judge Sean Lane approved AMR Corp. and its affiliates' assumption of Insurance Program Agreements with Chartis Insurance. The bankruptcy judge further ruled that the reimbursement obligations and any other obligations under the Insurance Program Agreements (regardless of whether all or any part of such obligations are liquidated before or after confirmation of a Chapter 11 plan or conversion of one or more of the Debtors' Chapter 11 cases to Chapter 7) will be administrative obligations entitled to priority under Section 503(b) of the Bankruptcy Code and are actual expenses of the Debtors' estates. Without limiting any of the Debtors' rights under the Insurance Program Agreements, until the earlier of (a) 18 months from the date of the entry of this order or (b) the effective date of a Chapter 11 plan of the Debtors, so long as the Debtors continue to pay their obligations under the Insurance Program Agreements in the ordinary course, Chartis will not ask that the Debtors post more than $5 million in additional collateral on account of prepetition obligations under the Insurance Program Agreements. However, during such time, subject to the terms of the Insurance Programs Agreements, Chartis will be permitted to use the funds in the Workers' Compensation Trust Accounts as of January 31, 2012 and retain and use the interest that accrues thereon for all of the obligations under the Insurance Program Agreements, Judge Lane clarified. In the Motion, the Debtors noted that they are required to maintain certain insurance policies in connection with the operation of their business. Since June 1, 1193, Chartis has provided the Debtors with certain workers' compensation (including employers' liability), general liability, and automobile liability insurance coverage pursuant to insurance policies as part of a comprehensive insurance program. Under the Workers Compensation Coverage, the Debtors estimate their aggregate liability for 5,100 open Workers Compensation Claims and future Workers' Compensation Claims that the Debtors estimate will be filed through July 31, 2012 to be approximately $400 million. On November 18, 2011, Chartis, in accordance with the Insurance Program Agreements, issued a collateral call to the Debtors in the amount of $76.6 million, effectively raising the amount of collateral required to be held in the Workers' Compensation Trust Accounts from $413 million to $490.4 million, with the additional collateral being due and payable on December 19, 2011. The Debtors and Chartis, however, agreed for Chartis to reduce the Original Collateral Call by nearly $50 million to $27.5 million, in exchange for the Debtors' agreeing to assume all Insurance Program Agreements with Chartis. In addition, Chartis has agreed, subject to assumption of the Insurance Program Agreements, not to make any additional collateral calls through the end of July 2012, the end of the current policy year. If, however, the Debtors do not assume the Insurance Program Agreements prior to March 9, 2012, Chartis has asserted that the $49,130,481 difference between the Original Collateral Call and the Modified Collateral Call will become immediately due and payable on March 9, 2012 and that Chartis intends to pursue its rights with respect thereto. Under the General Liability Policies, the Debtors are not currently aware of any open prepetition claims under those policies and are not aware of any prepetition insurance premiums or other amounts that are currently outstanding or payable with respect to the General Liability Polices. As to the Auto Liability Policies, the Debtors are currently aware of only four open prepetition claims and estimate that the potential liability with respect to such claims under the Auto Liability Policies should not exceed one million dollars. Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, asserts that assumption of the Insurance Program Agreements will reduce that $76.6 Collateral Call by almost $50 million, representing a significant benefit to the Debtors' estates. Although the commencement of these Chapter 11 cases may raise an issue as to the ability of Chartis to terminate coverage based on the Debtors' failure to comply with a cash collateral demand made in accordance with the Insurance Program Agreements, it is not prudent to take this risk and address the litigation that would inevitably ensue, particularly where Chartis had agreed to the significant concessions, he stresses. If the Debtors are compelled to obtain alternative coverage, they expect the cost would be significantly higher and that they would incur substantial disruption in the claims management process, he maintains. 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 AIRLINES: Wins OK for Perella as Financial Advisor ----------------------------------------------------------- Judge Sean Lane authorized AMR Corp .and its affiliates, on a final basis, to employ Perella Weinberg Partners LP as their financial advisor, nunc pro tunc to the Petition Date. All objections to the Debtors' Application have been resolved, the Court ruled. The Debtors have sought approval to hire Perella Weinberg as a financial adviser and investment banker, with a promise of $6.5 million in fees for the firm when either a bankruptcy plan is approved or the sale of almost all of their assets is completed. The firm, which will also get a monthly fee of $225,000 and reimbursed expenses, will provide labor-related restructuring services. These services include a review and analysis of available strategic alternatives with respect to the Debtors' labor agreements, pension and other post-retirement plans, among other things. Randall White, associate general counsel of AMR Corp., said the services to be provided by Perella will be "appropriately directed" by the Debtors to avoid duplication of services. The Debtors also have proposed to employ Rothschild Inc. as a financial adviser and investment banker. Rothschild, however, will only provide capital structure-related restructuring advice. Before entry of the order, Adam Verost, a managing director at Perella Weinberg, made supplemental disclosures with respect to his firm's disinterestedness and in response to the requests of the U.S. Trustee for Region 2. A full-text copy of the declaration is available for free at: http://bankrupt.com/misc/AmAir_VerostSuppDec.pdf Notwithstanding anything to the contrary in the Engagement Letter, the Debtors' Application or Mr. Verost's declarations, PWP's fees under the Engagement Letter in connection with this engagement will be limited to $675,000 (exclusive of reimbursement for any reasonable expenses or any claims of PWP for indemnification or contribution) and PWP will not be entitled to payment of any Restructuring Fee or additional fees pursuant to the Engagement Letter or otherwise, Judge Lane ruled. To the extent that the Debtors request PWP to perform any additional services after February 29, 2012, the Debtors will seek further approval by the Court, including any related modifications to the Engagement Letter, and the application seeking approval will set forth, in addition to the additional services to be performed, the additional fees sought to be paid, Judge Lane held. No Restructuring Fee will also be payable to PWP solely as a result of the winding up or liquidation of the Debtors' business or assets, in each case as a non-going concern, whether under Chapters 7 or 11 of the Bankruptcy Code, or otherwise, the bankruptcy judge added. 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 DEFENSE: Delays Form 10-K for 2011 ------------------------------------------- American Defense Systems, Inc., notified the U.S. Securities and Exchange Commission that it will be late in filing its Annual Report on Form 10-K for the period ended Dec. 31, 2011. The information necessary to submit the Company's Annual Report on Form 10-K could not be completed on a timely basis without unreasonable effort or expense to the Company in its ordinary course of business. About American Defense Hicksville, N.Y.-based American Defense Systems, Inc., is a defense and security products company engaged in three business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. The Company also operates the American Institute for Defense and Tactical Studies. The Company is in the process of negotiating a sale or disposal of the portion of its business related to the operation of a live-fire interactive tactical training range location in Hicksville, N.Y. The portion of the Company's business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011. The Company's balance sheet at Sept. 30, 2011, showed $3.9 million in total assets, $4.9 million in total liabilities, and a stockholders' deficit of $1.0 million. As reported in the TCR on April 26, 2011, Marcum LLP, in Melville, New York, expressed substantial doubt about American Defense Systems' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that as of Dec. 31, 2010, the Company had a working capital deficiency of $14.1 million, an accumulated deficit of $26.3 million, a shareholders' deficiency of $9.8 million and cash on hand of $428,160. AMERICAN MARINE: Judge Dismisses Bankruptcy Case Filed by Receiver ------------------------------------------------------------------ TradeOnlyToday.com and BoatingIndustry.com report that Bankruptcy Judge Erik Kimball of the Southern District of Florida dismissed the Chapter 11 bankruptcy petitions filed by a receiver on behalf of these entities: -- American Marine Holdings LLC; -- AMH Government Services Inc.; -- Baja Marine Inc.; -- Donzi Marine Inc.; -- Fountain Dealers' Factory Super Store Inc.; -- Fountain Powerboat Industries Inc.; -- Fountain Powerboats Inc.; -- Fountain Powerboats LLC; -- Palmetto Park Financial LLC; and -- Pro-Line Boats LLC According to the reports, Joseph Wortley, a partial owner of Fountain and other related entities, sought dismissal of the case. According to the reports, Mr. Wortley challenged the authority of Ronald Glass, which was appointed by a state court as receiver, to file the bankruptcy petitions. The reports note the filing was made Jan. 18 and marked the second time in less than three years that Fountain had filed for bankruptcy protection. At the time of the January filing the company listed more than $53 million in liabilities and less than $50,000 in assets. TradeOnlyToday reports that Judge Kimball's order, dated March 23, held that "Ronald Glass was not duly authorized to file the petitions commencing these cases." The reports also note the U.S. trustee had filed a motion to dismiss the bankruptcy case or, in the alternative, appoint a Chapter 11 trustee, but that motion was denied as moot due to this ruling. According to TradeOnlyToday, after the Dismissal order, an attorney for Fountain and Baja Marine filed a motion in North Carolina to dissolve the temporary receivership. A North Carolina Business Court judge appointed Mr. Glass a temporary receiver in October in First Capital's case against Fountain Powerboats and other defendants. First Capital is seeking $61.04 million in damages from Fountain Powerboats and other entities for the "borrower defendants' " breach of loan agreements, according to documents filed in the North Carolina court. According to TradeOnlyToday, attorney Randolph James said in his motion that Fountain Powerboats is prepared to immediately resume building Baja boats and employ 25 to 30 people in Washington, N.C., through its parts and service division as soon as the court discharges Mr. Glass as the temporary receiver. Mr. James also said FCC "intended to liquidate the defendants since the beginning of this action" despite its statements in prior hearings that it intended to start production and take finished boats to the Fort Lauderdale International Boat Show. TradeOnlyToday, citing previous bankruptcy court filings, provides a breakdown of the ownership of Fountain and its related entities: -- Debtor American Marine Holdings LLC is the parent corporation, owning 100% of Donzi Marine LLC; AMH Government Services LLC; Pro-Line Boats LLC; and Fountain Powerboats LLC. AMH is owned by 50509 Marine LLC. The Wortley American Marine Trust is a 20% owner and 50509 Marine Corp. is an 80% owner of 50509 Marine LLC. In turn, The Wortley 50509 Marine Corp. Trust owns all of the interests of 50509 Marine Corp. -- Liberty Acquisitions FPB LLC, a non-debtor entity, is the parent company, owning 100% of the following debtor entities: Fountain Powerboat Industries Inc.; Fountain Powerboats Inc.; Fountain Dealers Factory Super Store Inc.; and Baja By Fountain Inc. Liberty Associates LC owns all of the interests of Liberty Acquisitions FPB LLC. Joseph Wortley owns 99% and Bill Gates owns 1% of Liberty Associates LC. -- Wortley owns 100% of Palmetto Park Financial LLC. About American Marine American Marine Holdings LLC's primary business consists, inter alia, manufacturing, marketing, distributing, servicing and selling boats and related products in North Carolina. Brand names include Donzi, Fountain, Pro-Line and Baja. American Marine and its affiliates filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 12-11354) on Jan. 18, 2012, after being sued for defaulting on its loans. Ronald Glass of GlassRatner Advisory & Capital Group, LLC, the receiver of American Marine, signed the bankruptcy petitions. FCC LLC d/b/a First Capital, which provided $51 million in loans prepetition, pushed for the appointment of a receiver after filing a complaint in state court. The receiver disclosed that American Marine had no assets and had liabilities of $60,007,617 in the schedules attached to petition. The receiver said that debt to First Capital is $54 million. John E. Page, Esq., at Shraiberg, Ferrara, & Landau P.A., in Boca Raton, Florida, serves as counsel. GlassRatner Advisory & Capital Group Inc. serves as financial advisor. On Jan. 16, 2012, Joseph Wortley, a former owner and officer of American Marine, filed a Chapter 11 voluntary petition for Palmetto Park Financial, LLC (Case No. 12-11055-EPK). Mr. Glass contends that the voluntary petitions for Palmetto Park and related cases were null and void as Mr. Wortley no longer had the authority to file the cases. Mr. Glass sought dismissal of the Palmetto case. AMERICAN NATURAL: Incurs $905,800 Net Loss in 2011 -------------------------------------------------- American Natural Energy Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $905,792 on $1.99 million of total revenues in 2011, compared with a net loss of $2.06 million on $2.57 million of total revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $16.82 million in total assets, $9.78 million in total liabilities, and $7.03 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss in 2011 and has a working capital deficiency and an accumulated deficit at Dec. 31, 2011. A copy of the Form 10-K is available for free at: http://is.gd/q2RPLu About American Natural American Natural Energy Corporation (TSX Venture: ANR.U) is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. APPLIED MINERALS: Incurs $7.5 Million Net Loss in 2011 ------------------------------------------------------ Applied Minerals, Inc., filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss attributable to the Company of $7.48 million on $92,952 of revenue in 2011, a net loss attributable to the Company of $4.76 million on $0 of revenue in 2010, and a net loss attributable to the Company of $6.76 million on $0 of revenue in 2009. The Company's balance sheet at Dec. 31, 2011, showed $12.87 million in total assets, $4.04 million in total liabilities and $8.83 million in total stockholders' equity. Bankruptcy Warning At Dec. 31, 2011, and 2010, the Company had accumulated deficits of $39,183,632 and $31,543,411, respectively, in addition to limited cash and unprofitable operations. For the year ended Dec. 31, 2011, and 2010, the Company sustained net losses before discontinued operations of $7,476,864 and $4,891,525, respectively. As of March 15, 2012, the Company has not commercialized the Dragon Mine and has had to rely on cash flow generated from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of the Dragon Mine, the sale of equity or debt or a combination of both, it may have to file bankruptcy. A copy of the Form 10-K is available for free at: http://is.gd/VKD9mG About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. APTALIS PHARMA: Moody's Says Refinancing Likely to Hit Rating ------------------------------------------------------------- Moody's Investors Service commented that the proposed refinancing transaction of Aptalis Pharma Inc. would likely result in a downgrade of the company's senior secured bank rating to B2 from B1. Moody's anticipates that the Corporate Family Rating would remain at B2 with a stable rating outlook. The proposed refinancing involves a new Term Loan B tranche of $200 million, the proceeds of which would be used to repay $195 million of 12.75% senior unsecured notes due 2016. With principal offices in Bridgewater New Jersey, Aptalis Pharma, Inc., is a privately-held specialty pharmaceutical company concentrating in the field of gastroenterology and cystic fibrosis and operating primarily in North America and Europe. For the fiscal year ended September 30, 2011, Aptalis reported revenues of approximately $470 million. ARCTIC RENTALS: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Arctic Rentals, LLC 4360 S. Haggerty Road Canton, MI 48188 Bankruptcy Case No.: 12-47732 Chapter 11 Petition Date: March 28, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Matthew W. Frank, Esq. FRANK & FRANK, PC 30833 Northwestern Highway, Suite 205 Farmington Hills, MI 48334 Tel: (248) 932-1440 E-mail: frankandfrank@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its six largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb12-47732.pdf The petition was signed by Dean Perakis ATRINSIC INC: Suspends Filing of Reports with SEC ------------------------------------------------- Atrinsic, Inc., will not be filing its annual report on Form 10-K for the fiscal year ending Dec. 31, 2011, and will also cease filing future reports under the Securities Exchange Act of 1934, as amended. As a result of this decision, public information about the Company will be limited significantly going forward. The company's board of directors determined that it is in the best interest of the Company's stakeholders to preserve the Company's limited cash resources and therefore not to incur the costs required to prepare and file its annual report on Form 10-K and other reports otherwise required under the Securities Exchange Act of 1934. In connection with its decision, the company filed a Form 15 "Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934." Pursuant to Rule 12h-3, the Company is suspending reporting because there are currently less than 300 holders of record of the common stock. There were only 124 holders of the common shares as of March 30, 2012. The Company also filed post-effective amendments to its Registration Statements to terminate the Registration Statements and deregister all of the shares of Common Stock that remain unsold as of March 29, 2012. About Atrinsic Inc. New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer of direct-to-consumer subscription products and an Internet search-marketing agency. The Company sells entertainment and lifestyle subscription products directly to consumers, which the Company markets through the Internet. The Company also sells Internet marketing services to its corporate and advertising clients. The Company reported a net loss of $14.2 million on $25.7 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $11.6 million on $32.2 million of revenue for the nine months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2011, showed $14.1 million in total assets, $19.7 million in total liabilities, and a stockholders' deficit of $5.6 million. As reported in the TCR on April 12, 2011, KPMG LLP, in New York, expressed substantial doubt about Atrinsic's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations. BERTHEL GROWTH: Suspending Filing of Reports with SEC ----------------------------------------------------- Berthel Growth & Income Trust I filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its Shares of Beneficial Interest. As of March 26, 2012, there were only 880 holders of record of the shares. As previously reported in a Form 8-K filed on June 22, 2009, the Trust dissolved on June 22, 2009, in accordance with the terms of its declaration of trust and applicable Delaware statutes. Following the effective date of the Trust?s dissolution, the Trust Advisor has acted as Liquidating Trust Advisor in accordance with the terms of the Trust, for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against it, and enabling the Trust gradually to settle and close its business, to dispose of and convey its property, to discharge its liabilities, and to distribute any remaining assets to the holders of beneficial interests in the Trust, but not for the purpose of continuing the business for which the Trust was organized. On March 26, 2012, with the Trust having no remaining assets, the Liquidating Trust Advisor completed the winding up of the Trust, cancelled all outstanding shares of beneficial interests in the Trust, and filed a certificate of cancellation with the office of the Delaware Secretary of State. As previously reported in a Form 8-K filed on Jan. 8, 2009, the United States District Court for the Northern District of Iowa entered on Jan. 7, 2009, a Consent Order and Judgment by which the Court appointed the United States Small Business Administration as the receiver for Berthel SBIC. On Feb. 13, 2012, the Court entered an order which terminated the Berthel SBIC receivership. On March 23, 2012, the Trust, as the sole member of Berthel SBIC approved the dissolution of Berthel SBIC and appointed BFC Planning, Inc., as the Liquidation Committee pursuant to Berthel SBIC's operating agreement. On March 26, 2012, BFC Planning, Inc., completed the dissolution, winding up and liquidation of Berthel SBIC, cancelled all outstanding membership interests in Berthel SBIC, and filed a certificate of cancellation with the office of the Delaware Secretary of State. About Berthel Growth Based in Marion, Iowa, Berthel Growth & Income Trust I was a Delaware business trust that has elected to be treated as a business development company under the Investment Company Act of 1940. The trust's Registration Statement was declared effective June 21, 1995, at which time the trust began offering Shares of Beneficial Interest. The underwriting period was completed on June 21, 1997, with a total of $10,541,000 raised. The trust is a closed-end management investment company intended as a long-term investment and not as a trading vehicle. At Sept. 30, 2008, the Trust had $2,760,919 in total assets and $9,565,186 in total liquidation. BILLMYPARENTS INC: Rob DeSantis Named to Board of Directors ----------------------------------------------------------- The Board of Directors of BillMyParents, Inc., appointed Mr. Rob DeSantis to the Board. Mr. DeSantis' primary business experience during the previous five years has been as an investor in a variety of technology and green energy companies, including LinkedIn, Bloom Energy, Fisker Automotive, Brightsource, Xojet and Neurotopia. Prior to being an investor, he was a co-founder and Executive Vice President of Ariba Technologies, and he was Vice President of Sales and European operations for Rasna Corporation. His career began as a mechanical engineer in the Aerospace industry for Hughes Aircraft Company. Mr. Desantis holds a Bachelor of Science degree in Mechanical Engineering from the University of Rhode Island. In connection with Mr. DeSantis' appointment to the Board, the Company agreed to grant Mr. DeSantis warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $0.40 per share and having a term of 5 years. The warrants will vest monthly over a period of 24 months provided Mr. DeSantis continues to serve on the Board. About BillMyParents San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards with special features aimed at young people and their parents. BMP is designed to enable parents and young people to collaborate toward the goal of responsible spending. The Company reported a net loss of $14.2 million on $104,030 of revenues for the fiscal year ended Sept. 30, 2011, compared with a net loss of $6.9 million on $6,675 of revenues for the fiscal year ended Sept. 30, 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.95 million in total assets, $1.37 million in total liabilities, all current, and $583,366 in total stockholders' equity. For Fiscal 2011, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. BDO USA, LLP, in La Jolla, California, noted that the Company has incurred net losses since inception and has an accumulated deficit and stockholders' deficiency at Sept. 30, 2011. BIO-KEY INTERNATIONAL: Delays Form 10-K for 2011 ------------------------------------------------ BIO-key International, Inc.' annual report on Form 10-K for the fiscal year ended Dec. 31, 2011, could not be filed by the prescribed due date of March 30, 2012, because the Company has not yet completed the presentation and analysis of its financial statements in the Report and the audit of the Company's 2011 financial statements is therefore ongoing. Accordingly, the registrant is unable to file that report within the prescribed time period without unreasonable effort or expense. The Company intends to file the Report on or before the prescribed extension date of April 16, 2012. About BIO-Key Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI) -- http://www.bio-key.com/-- develops and delivers advanced identification solutions to commercial and government enterprises, integrators, and custom application developers. The Company reported a net loss of $894,319 on $3.0 million of revenues for the nine months ended Sept. 30, 2011, compared with net income of $291,534 on $3.0 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $1.6 million in total assets, $1.9 million in total liabilities, and a stockholders' deficit of $275,717. As reported in the TCR on March 29, 2011, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial doubt about BIO-key's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered substantial net losses in recent years, and has an accumulated deficit at Dec. 31, 2010. BIOFUELS POWER: Delays Form 10-K for 2011 ----------------------------------------- Biofuels Power Corp.'s financial statements for the year ended Dec. 31, 2011, are not yet ready for distribution as a result of recent measures the Company has taken with regard to the its relocation of fixed assets requiring some of the net realizable values to be reviewed and restated. Biofuels Power Humble, Tex.-based Biofuels Power Corporation is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. BPC's first power plant is currently located near Houston, Texas in the city of Oak Ridge North. As reported in the TCR on June 22, 2011, Clay Thomas, P.C., in Houston, expressed substantial doubt about Biofuels Power's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditor noted that the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. The Company reported a net loss of $1.02 million on $0 of sales for the nine months ended Sept. 30, 2011, compared with a net loss of $1.44 million on $0 of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.79 million in total assets, $6.08 million in total liabilities, and a $4.28 million total stockholders' deficit. BLACK RAVEN: Delays Filing of 2011 Annual Report ------------------------------------------------ Black Raven Energy, Inc., is still completing and addressing certain disclosure issues to insure adequate disclosure of information to be included in its annual report on Form 10-K for the year ended Dec. 31, 2011. The Company will file its annual report on Form 10-K for the year ended Dec. 31, 2011, within the 15-day extension period. About Black Raven Denver, Colo.-based Black Raven Energy, Inc., formerly known as PRB Energy, Inc., currently operates as an independent energy company engaged in the acquisition, exploitation, development and production of natural gas and oil in the Rocky Mountain Region of the United States. On Feb. 2, 2009, in connection with its emergence from bankruptcy, PRB Energy changed its corporate name to Black Raven Energy, Inc. On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado. On Jan. 16, 2009, the Bankruptcy Court entered an order confirming PRB Energy reorganization plan. The Plan became effective Feb. 2, 2009. According to the Company, cash and cash equivalents on hand and internally generated cash flows may not be sufficient to execute its business plan. Future bank financings, asset sales, or other equity or debt financings will be required to fund the Company's debt service, working capital requirements, planned drilling, potential acquisitions and other capital expenditures. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reported by the TCR on April 21, 2011, Deloitte & Touche LLP, in Denver, Colorado, noted that the Company's recurring losses from operations and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. The Company also reported a net loss of $1.49 million on $1.68 million of total operating revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.07 million on $344,000 of total operating revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $52.73 million in total assets, $62.49 million in total liabilities, and a $9.76 million total stockholders' deficit. BRIGHAM EXPLORATION: Moody's Withdraws 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings for Brigham Exploration Company (BEXP) following its acquisition by Statoil ASA (STO, Aa2 stable) and the full repayment of Brigham's rated debt. The ratings withdrawn are the B3 Corporate Family Rating (CFR), the B3 Probability of Default Rating (PDR) and its SGL-3 Speculative Grade Liquidity Rating. RATING RATIONALE The principal methodology used in rating Brigham was the Global Independent Exploration and Production Industry published in December 2011. Headquartered in Austin, Texas, Brigham is an independent exploration and production company whose operations are conducted principally in the Williston Basin of Montana and North Dakota. BUFFETS INC: Amends Schedules of Assets and Liabilities ------------------------------------------------------- Buffets, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $384,810,974 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $300,152,157 E. Creditors Holding Unsecured Priority Claims $148,921 F. Creditors Holding Unsecured Non-priority Claims $53,224,180 ----------- ----------- TOTAL $384,810,974 $353,525,258 Debtor-affiliates also filed their amended schedules disclosing: Company Assets Liabilities ------- ------ ----------- OCB Restaurant Company, LLC $79,229,064 $349,369,683 Fire Mountain Restaurants, LLC $68,519,817 $319,748,381 Ryan?s Restaurant Group, Inc. $15,104,668 $304,792,532 Hometown Buffet, Inc. $26,585,158 $308,771,854 As reported in the Troubled Company Reporter on March 14, 2012, Buffets Inc. previously disclosed $384,810,974 in assets and $353,498,404 in liabilities. Full-text copies of the amended schedules are available for free at: http://bankrupt.com/misc/BUFFETS_RESTAURANTS_firemountain_sal.pdf http://bankrupt.com/misc/BUFFETS_RESTAURANTS_hometown_sal.pdf http://bankrupt.com/misc/BUFFETS_RESTAURANTS_ocb_sal.pdf http://bankrupt.com/misc/BUFFETS_RESTAURANTS_ryansrestaurant_sal.pdf http://bankrupt.com/misc/BUFFETS_RESTAURANTS_sal.pdf About Buffets Inc. Buffets Inc., the nation's largest steak-buffet restaurant company, operates 494 restaurants in 38 states, comprised of 483 steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R) restaurants, and franchises 3 steak-buffet restaurants in two states. The restaurants are principally operated under the Old Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R) brands. Buffets employs 28,000 team members and serves 140 million customers annually. Buffets Inc. and all of its subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18, 2012, after it reached a restructuring support agreement with 83% of its lenders to eliminate virtually all of the Company's roughly $245 million of outstanding debt. The Debtors are seeking to reject leases for 83 underperforming restaurants. Buffets had 626 restaurants when it began its prior bankruptcy case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). It emerged from bankruptcy in April 2009. Higher gasoline and energy costs, along with a decline in guest count, have hampered the Debtors' ability to service their long- term debt and caused a liquidity strain, forcing the Company to return to Chapter 11 bankruptcy. In the new Chapter 11 case, Buffets Inc.'s legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. The Company's financial advisor is Moelis, Inc. Epiq Bankruptcy Solutions LLC serves as claims, noticing and balloting agent. An ad hoc committee of secured lenders is represented by Willkie Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del Genio, Gries & Co. as financial advisors. Credit Suisse, as DIP Agent and Prepetition First Lien Agent, is represented by Skadden Arps Slate Meagher & Flom as counsel. The U.S. Trustee has appointed a 5-member Official Committee of Unsecured Creditors in the Debtors' cases. CAMARILLO PLAZA: Court Hires Colliers International as Broker ------------------------------------------------------------- Camarillo Plaza LLC asks permission from the U.S. Bankruptcy Court to employ Tom J. Lagos -- tom.lagos@colliers.com -- of Colliers International Greater Los Angeles, Inc., as licensed real estate broker to assist in marketing the Debtor's shopping center. Colliers, as sales agent, has listed the property at $20,500,000. The exclusive listing period is through July 23, 2012. If an offer to sell the shopping center is received during the exclusive listing period and an offer accepted, Colliers will be entitled to 1.5% of the selling price as commission. The firm attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Camarillo Plaza LLC Shopping center operator Camarillo Plaza LLC, based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebond was assigned to the case. At the Debtor's behest the next day, the case was transferred to the Northern Division (Bankr. C.D. Calif. Case No. 11-bk-15562). The case in the Los Angeles Division was closed, and Judge Robin Riblet took over from Judge Bluebond. The Debtor scheduled assets of $21,646,714 and liabilities of $12,286,585 as of the Chapter 11 filing. Janet A. Lawson, Esq., in Ventura County, California, serves as the Debtor's counsel. The petition was signed by Aaron Arnold Klein, managing partner. CAVE LAKES: Court OKs Neil J. Beller Ltd as Counsel --------------------------------------------------- Cave Lakes Canyon LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Nevada to employ Neil J. Beller, Esq., of Neil J. Beller, Ltd. as counsel. The Debtor has paid the law offices of Neil J. Beller Ltd. $10,000. Neil J. Beller, Ltd. attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in assets and $3,984,861 liabilities. Judge Bruce A. Markell presides over the case. CENTRE PLAZA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Centre Plaza Investors, LLC 45 N.E. Loop 410 San Antonio, TX 78216 Bankruptcy Case No.: 12-50982 Chapter 11 Petition Date: March 30, 2012 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark About the Debtor: The Debtor's address is the location of Centre Plaza, a 138,265-square-foot office building. The building, considered a class A, was built 1982. Seventeen spaces are available for rent at the building for $19.50 per square-foot per year. Debtor's Counsel: Rakhee V. Patel, Esq. PRONSKE & PATEL, PC 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 E-mail: rpatel@pronskepatel.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Donald P. Nelson, managing member. CHINA EXECUTIVE: Incurs $5.5 Million Net Loss in 2011 ----------------------------------------------------- China Executive Education Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $5.47 million on $10.13 million of revenue in 2011, compared with a net loss of $8.54 million on $7.23 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.46 million in total assets, $27.13 million in total liabilities and a $16.66 million total stockholders' deficiency. Albert Wong & Co, in Hong Kong, China, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has accumulated deficits as at Dec. 31, 2011, of $17,466,892 including net losses of $5,478,202 for the year ended Dec. 31, 2011. A copy of the Form 10-K is available for free at: http://is.gd/J19bZL China Executive Education Corp. is an executive education company with operations in Hangzhou and Shanghai, China. The Company operates comprehensive business training programs that are designed to fit the needs of Chinese entrepreneurs and to improve their leadership, management and marketing skills, as well as bottom-line results. The Company is based in Hangzhou, the People's Republic of China. CHRIST HOSPITAL: Court OKs Alvarez & Marsal as Financial Advisor ---------------------------------------------------------------- Christ Hospital sought and obtained approval from the Bankruptcy Court permission to employ Alvarez & Marsal North America LLC as its financial advisor. The firm was first engaged by the Debtor in 2007. A&M will be paid at these hourly rates: Managing directors $650 - $850 Directors $450 - $650 Analysts/associates $250 - $450 All prepetition work performed by A&M would be rendered for a flat fee of $25,000. A&M will bill no less frequently than monthly for its services which it estimates will run roughly $200,000 per month plus out of pocket expenses. The Debtor also agrees to indemnify A&M. A&M's Wayne Ziemann attests that the firm has no connection with the Debtor, its creditors, other parties in interest, or their attorneys or accountants, or the U.S. Trustee; and does not hold any interest adverse to the Debtor's estate; and is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). 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. CHRIST HOSPITAL: Court OKs Greenberg Traurig as Ombudsman Counsel ----------------------------------------------------------------- Suzanne Koenig, the Patient Care Ombudsman appointed in the Chapter 11 case of Christ Hospital, sought and obtained permission from the U.S. Bankruptcy Court to employ Greenberg Traurig LLP as her bankruptcy counsel. Greenberg Traurig will be paid at these hourly rates: Shareholders $350-$900 Of counsel $250-$900 Associates $270-$720 Legal Assistants/ $115-$320 Paralegals Greenberg Traurig has represented or currently represents Ms. Koenig in the bankruptcy cases of Brotman Medical Center Inc., New York Westchester Square Medical Center, North General Hospital, Johnny-Kumar Jain, and Meridian Behavioral Health LLC. Nancy Peterman, Esq., a shareholder at the firm, attests that her firm has no connection with the Debtor, its creditors, or any other parties in interest and does not hold or represent any entity having an adverse interest in connection with Christ Hospital's case. The firm may be reached at: Alan J. Brody, Esq. GREENBERG TRAURIG LLP 200 Park Avenue P.O. Box 677 Florham Park, NJ 07932-0677 Telephone: (973) 360-7900 Facsimile: (973) 301-8410 Email: brodya@gtlaw.com - and - Nancy A. Peterman, Esq. GREENBERG TRAURIG, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Telephone: (312) 456-8400 Facsimile: (312) 456-8435 Email: petermann@gtlaw.com 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: Assets Sale Hearing Scheduled for April 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee will convene a hearing on April 30, 2012, to consider Church Street Health Management, LLC, et al.'s motion to sell their assets. As reported in the Troubled Company Reporter on Mar 15, 2012, Small Smiles Dental Centers filed a motion seeking to sell itself at an April 20 auction with an opening bid from an affiliate of private equity firm Garrison Investment Group, which would keep the company's 67 clinics operating and pay off a wave of expensive settlements that followed a government investigation into its dental practices. 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. CICERO INC: Delays Form 10-K for 2011 ------------------------------------- Cicero Inc. notified the U.S. Securities and Exchange Commission that it will be late in filing its annual report on Form 10-K for the period ended Dec. 31, 2011. The compilation, verification and review by the Company's independent auditors of the information required to be presented in the Form 10-K has required additional time rendering timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. As reported by the TCR on April 6, 2011, Marcum LLP, in Bala Cynwyd, Pennsylvania, noted that the Company's recurring losses from operations and working capital deficiency raise substantial doubt about its ability to continue as a going concern. The Company has extended the maturity dates of several debt obligations that were due in 2011 to 2012, to assist with liquidity and may attempt to extend these maturities again if necessary. Despite the recent additions of several new clients, the Company continues to struggle to gain additional sources of liquidity on terms that are acceptable to the Company. The Company reported a net loss of $459,000 in 2010 and a net loss of $1.28 million during the prior year. The Company reported a net loss of $1.91 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $4.58 million in total assets, $13.15 million in total liabilities and a $8.57 million total stockholders' deficit. CINRAM INTERNATIONAL: Incurs $88.5 Million Net Loss in 2011 ----------------------------------------------------------- Cinram International Income Fund reported net earnings of $41.90 million on $267.47 million of revenue for the three months ended Dec. 31, 2011, compared with a net loss of $6.62 million on $300.07 million of revenue for the same period during the prior year. The Company reported a net loss of $88.53 million on $800.84 million of revenue in 2011, compared with net earnings of $16.17 million on $1.10 billion of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $452.72 million in total assets, $527.84 million in total liabilities and a $75.12 million unitholders' deficiency. Steve Brown, CEO, commented "As reflected above, 2011 was a difficult year for the Fund and the industry generally as the impact of a general softness in the economy in our primary markets of North America and Europe impacted consumers' discretionary spending. Notwithstanding, we continue to be encouraged by the growth of our new digital media services group." Cinram engaged Moelis & Company as financial advisor to undertake a strategic process for the Fund. As part of this process, the Fund is engaged in active discussions with a number of potential counterparties concerning strategic alternatives. Cinram is working with a view to completion of the strategic process within the next few months. There can be no assurance that the process will identify a transaction that is in the best interests of the Fund or that the Fund will be able to implement any such transaction. The Fund has been working with Cinram's senior lenders and their advisors with respect to the Fund's current strategic review process and Cinram's previously disclosed breach of certain of the financial covenants in its senior credit agreements. The senior lenders have waived or amended the senior credit facilities on numerous occasions as the strategic process has continued. The current waiver provided on March 28, 2012, waives certain financial covenant defaults occurring on or prior to April 30, 2012, and certain other defaults. This waiver is subject to lender termination rights on notice to Cinram under certain conditions, which take effect on or after April 13, 2012. There can be no assurance that further waivers will be provided or that ongoing waivers will not be retracted. A copy of the press release is available for free at: http://is.gd/s9q5Ht About Cinram Cinram International Inc., an indirect, wholly-owned subsidiary of the Fund, is a provider of pre-recorded multimedia products and related logistics services. With facilities in North America and Europe, Cinram International Inc. manufactures and distributes pre-recorded DVDs, Blu-ray Discs, CDs, and CD-ROMs for motion picture studios, music labels, publishers and computer software companies around the world. Cinram also provides distribution and logistics services to the telecommunications industry in North America through its wireless subsidiary. The Fund's units are listed on the Toronto Stock Exchange under the symbol CRW.UN. The Cinram group of companies also incorporates 1K Studios, a digital media firm based in Los Angeles specializing in building enhanced consumer experiences for movies, TV shows, music, books and games. For more information, visit www.cinram.com . CINTEL CORP: Delays Form 10-K for 2011 -------------------------------------- Cintel Corp. notified the U.S. Securities and Exchange Commission that it will be late in filing its Annual Report on Form 10-K for the period ended Dec. 31, 2011. The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The Company undertakes the responsibility to file that report no later than fifteen days after its original prescribed due date. About Cintel Corp. Henderson, Nev.-based Cintel Corp. has no current operations. Until Dec. 31, 2009, the Company's operations were conducted through its subsidiaries, Phoenix Digital Tech ("PDT"), Phoenix Semiconductor Telecommunication Suzhou ("PSTS"), and Bluecomm and its indirect subsidiary BKLCD. Upon transfer of the shares of its operating subsidiaries, the company has no current operations. The Company maintains a 19% interest in PSTS and 2.1% interest in PDT. The Company's principal business objective for the next 12 months and beyond that time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company reported a net loss of $2.3 million on $0 revenue for 2010, compared with a net loss of $14.8 million on $0 revenue for 2009. The Company also reported a net loss of $1.50 million on $0 of net revenues for the nine months ended Sept. 30 2011. The Company has not engaged in active business later 2009. Accordingly, the Company generated no revenue for the three and nine months ended Sept. 30, 2011, and for the corresponding period in 2010. The Company's balance sheet at Sept. 30, 2011, showed $12.43 million in total assets, $36.09 million in total liabilities, and a $23.65 million total stockholders' deficit. Kim & Lee Corporation, in Los Angeles, California, expressed substantial doubt about Cintel's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $2.3 million during the year ended Dec. 31, 2010, and, as of that date, had a working capital deficiency of $12.8 million, and a stockholders' deficit. CIT GROUP: To Redeem $500MM of 7% Notes Due 2017 ------------------------------------------------ CIT Group Inc. will redeem $500 million of its 7% Series C Senior Unsecured Notes maturing in 2017. Following this redemption, roughly $3.6 billion principal amount of the Notes maturing in 2017 and roughly $3.1 billion principal amount of the Notes maturing in 2016 will remain outstanding. "We will continue to eliminate or refinance our remaining high- cost debt as we work to further improve our funding profile," said John A. Thain, Chairman and Chief Executive Officer. Including the redemption, as well as the roughly $1.6 billion redemption of 7% Series C Senior Unsecured Notes maturing in 2015 the Company announced on March 15, 2012, CIT will have eliminated or refinanced roughly $24 billion of high cost debt since the beginning of 2010. The Company has provided a redemption notice for the Notes to the trustee and intends to complete the redemption announced today on May 2, 2012. As provided under the terms of the Notes, the Company will redeem the outstanding principal balance at par and will be redeemed on a pro-rata basis among all of the 2017 Notes. About CIT Group Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $34 billion in finance and leasing assets. CIT Group and affiliate CIT Group Funding Company of Delaware LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged Chapter 11 plan of reorganization. Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. The Court validated the vote of CIT's impaired classes of creditors and confirmed the Plan on Dec. 8, 2009. The Plan provided for the conversion to equity or reinstatement of seven classes of debt issued primarily in the form of notes and debentures; one class of unsecured notes was exchanged for new debt. General unsecured creditors, including holders of claims arising from the rejection of executory contracts, were paid in full and deemed unimpaired. Holders of preferred and common stock, as well as subordinated claims, received no recovery. CIT emerged from bankruptcy protection on Dec. 11, 2009. * * * In February 2012, Moody's Investors Service upgraded CIT's Corporate Family Rating to B1 from B2, recognizing CIT's achievements in strengthening its liquidity profile by diversifying funding sources, extending debt maturities, and reducing the level of encumbered assets. Dominion Bond Rating Service also has upgraded CIT's ratings, including its Issuer Rating to BB (low) from B (high). CLIFFS CLUB: GGG Partners and Katie S. Goodman OK'd as CRO ---------------------------------------------------------- The U.S. Bankruptcy Code for the District of South Carolina, in a final order, authorized The Cliffs Club & Hospitality Group, Inc., to employ GGG Partners, LLC, and Katie S. Goodman as chief restructuring officer. As reported in the Troubled Company Reporter on March 15, 2012, GGG will act as the Debtors' chief restructuring officer, and its representative, Ms. Goodman, will be the highest officer of each Chapter 11 Debtor. GGG will bill on an hourly basis at these rates: Professional Hourly Rate ------------ ----------- Katie S. Goodman, Managing Partner & CRO $350 Joseph V. Pegnia, Partner $325 Sam Horgan, Partner $275 The firm will also seek reimbursement for reasonable out-of-pocket expenses. The Court order also provided that the Debtors are not authorized to indemnify GGG according to the terms set forth in the Services Agreement; however, the Debtors are authorized to indemnify individually the professionals employed by GGG who are providing services to the Debtors, namely Katie S. Goodman, Joseph V. Pegnia, and Sam Horgan, according to the same indemnification terms originally in favor GGG set forth in the Services Agreement. GGG has received a $105,000 retainer from the Debtors. GGG currently holds a $13,160 balance from the retainer after applying fees and expenses incurred pre-bankruptcy. The Debtors believe that each of GGG and Ms. Goodman is a "disinterested person" as that term is defined in Sec. 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. CLIFFS CLUB: Panel Taps John B. Butler as Local Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of he Cliffs Club & Hospitality Group, Inc., asks the U.S. Bankruptcy Code for the District of South Carolina for permission to employ John B. Butler III P.A. as local counsel. To the best of the Committee's knowledge, the firm does not have any connections with the Debtor, creditors, any other party-in- interest, their respective attorneys and accountants, the United States Trustee, or any other person employed in the office of the United States Trustee. 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. CLIFFS CLUB: Timothy Cherry Approved as Independent Contractor -------------------------------------------------------------- The U.S. Bankruptcy Code for the District of South Carolina authorized The Cliffs Club & Hospitality Group, Inc., to employ Timothy P. Cherry, the Debtors' interim president and CEO, as independent contractor. As reported in the Troubled Company Reporter on March 20, 2012, the Debtors said they needed Mr. Cherry to assist the chief restructuring offer. Mr. Cherry will resign as president and CEO upon effectiveness of the Independent Contractor Agreement. The Debtors said Mr. Cherry has more than 36 years of experience in the financial fields, including 27 years in public accounting, with areas of expertise including real estate development, complex tax transactions and planning, mergers and acquisitions, tax controversy and corporate tax planning. Mr. Cherry agrees that he will not communicate with any potential bidders for the Debtors' assets in connection with the bankruptcy process without prior authorization of the CRO. Mr. Cherry agrees to spend a maximum of 120 hours per month performing services during the term of the Agreement. As contractor, Mr. Cherry will receive a monthly fee of $30,000 per month, payable March 9, April 9 and May 9, unless the Agreement is terminated earlier. He will also receive $500 per month food and clothing allowance at the Debtors' golf and country clubs, and will be reimbursed of necessary expenses. The Agreement terminates May 27, 2012, but may be extended for an additional three-month period. 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. CMS ENERGY: Moody's Issues Summary Credit Opinion ------------------------------------------------- Moody's Investors Service issued a summary credit opinion on CMS Energy Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for CMS Energy Corporation and its affiliates. Moody's current ratings on CMS Energy Corporation and its affiliates are: Senior Secured Bank Credit Facility domestic currency ratings of Baa3 Senior Unsecured domestic currency ratings of Ba1 Senior Unsec. Shelf domestic currency ratings of (P)Ba1 Subordinate Shelf domestic currency ratings of (P)Ba2 Pref. Shelf domestic currency ratings of (P)Ba2 Consumers Energy Company First Mortgage Bonds domestic currency ratings of A3 Senior Secured domestic currency ratings of A3 Senior Secured Bank Credit Facility domestic currency ratings of A3 Pref. Stock domestic currency ratings of Baa3 Senior Secured Shelf domestic currency ratings of (P)A3 Senior Unsec. Shelf domestic currency ratings of (P)Baa2 Backed First Mortgage Bonds domestic currency ratings of A3 BACKED Senior Secured domestic currency ratings of A3 Underlying First Mortgage Bonds domestic currency ratings of A3 Underlying Senior Secured domestic currency ratings of A3 CMS Energy Trust I BACKED Pref. Stock domestic currency ratings of Ba2 CMS Energy Trust IV BACKED Pref. Shelf domestic currency ratings of (P)Ba2 CMS Energy Trust V BACKED Pref. Shelf domestic currency ratings of (P)Ba2 RATINGS RATIONALE Moody's evaluates CMS' financial performance relative to the Regulated Electric and Gas Utilities rating methodology published in August 2009. CMS' indicated rating as depicted in the grids below is Baa2 compared to its current Ba1 senior unsecured rating. The indicated grid ratings considers CMS' consolidated financial performance based on a three-year historical average and 18-24 month prospective basis. The Ba1 rating for CMS' senior unsecured debt obligations reflects the issuer's improved credit metrics and its focus on its regulated utility businesses which operate in a relatively supportive regulatory environment. The rating also considers the still significant level of debt at the parent company which has led to wider notching between the parent's and subsidiary's unsecured ratings. The positive outlook reflects the company's improved financial profile. Evidence of continued regulatory support, especially in light of Consumers' sizable capital spending program, could trigger upward movement in the rating of Consumers and CMS over the next 12 to 18 months. Rating Outlook CMS' positive outlook reflects the steady improvement in the company's consolidated financial profile due in large part to the constructive legislative and regulatory environment in Michigan. What Could Change the Rating - Up A rating upgrade over the next 12 to 18 months could be triggered by continued regulatory support provided by the MPSC demonstrated by constructive outcomes in Consumers' pending rate cases and comfort in CMS' ability to maintain consolidated interest coverage and CFO pre-W/C to debt metrics in excess of 3.2 times and 15%, respectively, over Consumers' construction cycle. What Could Change the Rating - Down A rating downgrade is not currently anticipated. Evidence of declining support from the MPSC, greater than anticipated capital expenditure requirements or a decline in operating margins such that CMS' consolidated metric of CFO pre-WC to debt declines to below 15% could cause us to revise the rating outlook to stable. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. COMMUNITY MEMORIAL: Section 341(a) Meeting Scheduled for April 13 ----------------------------------------------------------------- The U.S. Trustee for Region 9 will convene a meeting of creditors of Community Memorial Hospital on April 13, 2012, at 12:00 p.m. The meeting will be held at 101 First St., Suite 103, Bay City, Michigan. Deadline to submit proof of claim is on July 7, 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. 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. COMMUNITY MEMORIAL: Hires Philip W. Nantz as Labor Counsel ---------------------------------------------------------- Community Memorial Hospital asks the U.S. Bankruptcy Court for permission to employ Philip W. Nantz as special counsel to provide various counseling and planning services associated with labor relations and employment issues as may arise in connection with this case from time to time. Mr. Nantz will charge the Debtor $175 per hour, plus reimbursement of out of pocket expenses of actual and necessary out-of-pocket expenses incurred. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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. COMMUNITY MEMORIAL: Creditors Panel Retains Varnum LLP as Counsel ----------------------------------------------------------------- Community Memorial Hospital's Official Committee of Unsecured Creditors asks permission from the U.S. Court to retain Varnum LLP as counsel. Michael S. McElwee, Esq., lawyer at Varnum LLP, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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. COMPREHENSIVE CARE: Incurs $14.1 Million Net Loss in 2011 --------------------------------------------------------- Comprehensive Care Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $14.08 million on $71.21 million of revenue in 2011, compared with a net loss of $10.47 million on $35.21 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $15.31 million in total assets, $31.79 million in total liabilities, and a $16.48 million total stockholders' deficiency. Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has not generated sufficient cash flows from operations to fund its working capital requirements. A copy of the Form 10-K is available for free at: http://is.gd/GzCNqr About Comprehensive Care Tampa, Fla.-based Comprehensive Care Corporation provides managed care services in the behavioral health, substance abuse, and psychotropic pharmacy management fields. COMSTOCK MINING: Incurs $11.6 Million Net Loss in 2011 ------------------------------------------------------ Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $11.61 million on $473,386 of hotel revenue in 2011, compared with a net loss of $60.32 million on $0 of hotel revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $26.97 million in total assets, $10.37 million in total liabilities and $16.59 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/sJGtoW About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. CONDOR DEVELOPMENT: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------- Debtor: Condor Development LLC aka Ciara Inn Condor Management Group 19333 International Boulevard SeaTac, WA 98188 Bankruptcy Case No.: 12-13287 Chapter 11 Petition Date: March 30, 2012 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca About the Debtor: The Debtor operates the Comfort Inn Suites, a hotel located at Seatac, Washington. All general operations, staffing, payroll, bills, utilities, etc., are paid through a sister company, Seattle Group Limited. Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union Street, Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Scheduled Assets: $16,383,501 Scheduled Liabilities: $9,109,726 The petition was signed by Joseph Ciaramella, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Seattle Group Ltd. 12-13263 March 30, 2012 Assets: $16,279,560 Liabilities: $9,214,294 Condor Development's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hospitality Leasing Co -- $43,924 921 Walnut Street, Suite 220 Boulder, CO 80302 Seattle Group's list of three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb12-13263.pdf CONVERTED ORGANICS: Has 3.3 Million Outstanding Common Shares ------------------------------------------------------------- On Jan. 12, 2012, Converted Organics Inc. issued a senior secured convertible note, in exchange for the senior secured convertible note issued on Nov. 2, 2011, in the aggregate original principal amount of $3,474,797, which had $2,456,595 of principal outstanding on Jan. 12, 2012, immediately prior to the exchange, for a senior secured convertible note in the aggregate original principal amount of $2,456,595, as well as additional consideration. As of March 19, 2012, the principal amount of the Note has declined to $1,853,365. From March 12, 2012, until March 19, 2012, a total of $95,625 in principal had been converted into 1,400,000 shares of common stock. Since the issuance of the Original Note, a total of $1,996,635 in principal had been converted into 3,280,026 shares of common stock. The Note holders are accredited investors and the shares of common stock were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended. As of March 12, 2012, the Company had 3,308,490 shares of common stock outstanding. About Converted Organics Boston, Mass.-based Converted Organics Inc. utilizes innovative clean technologies to establish and operate environmentally friendly businesses. Converted Organics currently operates in three business areas, namely organic fertilizer, industrial wastewater treatment and vertical farming. The Company reported a net loss of $8.9 million on $2.8 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $31.6 million on $2.8 million of revenues for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $17.2 million in total assets, $11.9 million in total liabilities, and stockholders' equity of $5.3 million. As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury, Connecticut, expressed substantial doubt about Converted Organics' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that the Company has an accumulated deficit at Dec. 31, 2010, and has suffered significant net losses and negative cash flows from operations. COPEINCA ASA: Weak Balance Sheet Cues Fitch to Downgrade Ratings ---------------------------------------------------------------- Fitch Ratings has downgraded the ratings of Copeinca ASA and its fully owned subsidiary Corporacion Pesquera Inca SAC as follows: Copeinca ASA -- Foreign Currency Issuer Default Rating (IDR) to 'B+' from 'BB-'. Corporacion Pesquera Inca SAC (COPEINCA) -- Foreign Currency IDR to 'B+' from 'BB-'; -- USD175 million senior unsecured notes to 'B+/RR4' from 'BB-' The Rating Outlook is Stable. The downgrades reflect Fitch's revised expectations for the company's balance sheet management and dividend distribution strategies, which are seen as negative to Copeinca's credit quality considering the volatility inherent to the fishing business. Despite the strong operating results in the past two years, the company has not strengthened its balance sheet to the extent anticipated by Fitch. Instead it distributed USD50 million in dividends in 2010, and it is expected to resume dividend payments in 2012. The ratings consider Fitch's view that the company's financial strategy will maintain a shareholder's focus with material levels of dividend payments relative to the company's EBITDA and cash flow from operation (CFFO), limiting the company's free cash flow (FCF) generation and the strengthening of its balance sheet. Copeinca's ratings reflect the company's solid market position as the second largest producer in the Peruvian fishmeal industry with a granted fishing quota of 10.7% in Peru's north zone. However, inherent exposure to climatic events such as El Nino or 'La Nina' could result in significant volatility in operating performance from year to year and could negatively impact the company's credit profile. The ratings also reflect Copeinca's adequate liquidity and moderate leverage metrics in the current favorable operating environment, volatile free cash flow generation, stable business and regulatory environment due to the implementation of Individual Transferable Quota (ITQ) System in Peru, and limited product and customer diversification. The 'B+/RR4' rating of the company's unsecured public debt reflect average recovery prospects given default. Fitch uses soft caps on its recoveries in certain markets to reflect concern about creditor rights or weak enforcement of existing laws. Although Copeinca's recovery analysis results in higher recovery prospects given default, in Peru the soft cap for Recovery Ratings is 'RR4', and Peruvian companies with recovery prospects higher than 50% are constrained by this cap. Peruvian Fishing Sector, 2012 Catch Limit Stable: Peru's total allowable anchovy catch limit, regulated by the Peruvian government in Peru's north zone, increase from 3.3 million of metric tones (MT) in 2010 to 6.2 million MT in 2011. The ratings factor in the view that Peru's 2012 total anchovy catch in Peru's north zone should remain stable at levels around 5.5 million MT. 2012 Revenues Projected around USD280 million: Following the recovery in the sector volume during 2011, the company reached during 2011 a significant increase in its fishmeal (FM) and fish oil (FO) production levels of 196,733 MT and 46,000 MT, respectively. These levels represented increases of 109% and 80% over 2010 levels. The company's total revenue for 2011 was USD255 million, an increase of 9.2% over 2010, while company's EBITDA and EBITDA margin were USD100 million and 39%, respectively, and better than 2010 EBITDA and EBITDA margin of USD76 million and 33%. The improvement in the company's EBITDA margin during 2011 reflects the benefits of the company's fleet and plant optimization and the completion of its USD80 million capex program during 2010-2011 period. The company's total production of fishmeal and fish oil is expected to be around 210,000 MT while total 2012 revenues are expected to be around USD280 million. FCF Generation Expected Neutral to Slightly Positive in 2012: The company's FCF generation was negative during 2010 and 2011, resulting in FCF margins of -22% and -9%, respectively. Fitch's FCF calculation considers CFFO less capital expenditures (Capex) and paid dividends. During 2010, the company FCF was negative USD51 million resulting from USD57.6 million, USD58.6 million, and USD50 million in CFFO, capex, and paid dividends, respectively. During 2011, the company FCF was negative USD23.8 million resulting from USD10.2 million and USD34 million in CFFO and capex, respectively. For 2012, the company's FCF is expected to be neutral to positive in 2012 reflecting significant improvement in CFFO, considering Copeinca's important position in inventories at the beginning of 2012, capex levels in the USD15 million to USD20 million range, and dividends to be paid during the period. Adequate Liquidity, Leverage Stable: By the end of December 2011, Copeinca held a cash position and short-term debt of USD61 million and USD48 million, respectively, with an important position in inventories and account receivable of USD64 million and USD24 million, respectively. The company also maintains adequate levels of unencumbered assets -- primarily fishing licenses -- that could provide financial flexibility to access liquidity, if required, as collateral to secure financing. Fitch notes, however, that selling fishing licenses will result in a permanent reduction of the company's business and therefore considers it a very unlikely source of liquidity. As of December 2011, the company's total debt/EBITDA ratio, was 2.7 times (x), and it has remained relatively stable when compared to the levels of 2.9x and 2.4x reached by the end of 2010 and 2009, respectively. The company is expected to manage its total debt/EBITDA ratio in the 2.5x to 3.0x range during 2012. By the end of 2011, the company's total debt was USD266 million, increasing from the levels reached by the end of 2010 and 2009 of USD218 million and USD144 million, respectively. The company's debt is composed mostly of the USD175 million unsecured bonds due 2017 and lease-back contracts of approximately USD43 million. Copeinca's ratings also positively factor its manageable debt payment schedule. By the end of December 2011, excluding short- term debt financing work capital, the company faces debt payments of approximately USD16.9, USD16.9 and USD11.3 million during 2012, 2013, and 1014, respectively. Rating Drivers: Factors that could result in a negative rating action include deterioration in the company's credit metrics resulting from some combination of the following elements: adverse climatic conditions, and declining fishmeal and fish oil prices resulting in increasing financial leverage and a weak cash position. Factors that could trigger a positive rating action include significant reduction in leverage levels on a sustained basis, consistent positive free cash flow generation, and product diversification. CORD BLOOD: Delays Filing of Form 10-K for 2011 ----------------------------------------------- Cord Blood America, Inc., notified the U.S. Securities and Exchange Commission that it will be late in filing its annual report on Form 10-K for the period ended Dec. 31, 2011. The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file such report no later than fifteen days after its original prescribed due date. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has sustained recurring operating losses, continues to consume cash in operating activities, and has insufficient working capital and an accumulated deficit at Dec. 31, 2010. The Company reported a net loss attributable to Cord Blood America of $8.09 million on $4.13 million of revenue for the year ended Dec. 31, 2010, compared with a net loss attributable to Cord Blood of $9.77 million on $3.24 million of revenue during the prior year. The Company reported a net loss of $3.82 million on $4.38 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $6.03 million on $2.74 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.58 million in total assets, $7.03 million in total liabilities and $552,625 in total stockholders' equity. CREATIVE VISTAS: Reports $11.6 Million Net Income in 2011 --------------------------------------------------------- Creative Vistas, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $11.61 million on $7.23 million of contract and service revenue in 2011, compared with a net loss of $681,807 on $7.15 million of contract and service revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.19 million in total assets, $4.61 million in total liabilities, and a $1.42 million total stockholders' deficiency. Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from continuing operations and has working capital and stockholder deficiencies. A copy of the Form 10-K is available for free at: http://is.gd/xjUXAA About Creative Vistas Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc., provides security-related technologies and systems. The Company also provides the deployment of broadband services to the commercial and residential market. The Company primarily operates through its subsidiaries AC Technical Systems Ltd. and Iview Digital Video Solutions Inc., to provide integrated electronic security-related technologies and systems. CROWN RANCH: Court Rules in Suit Over Texas DTPA Violations ----------------------------------------------------------- In the lawsuit, Mitchael B. Page and Brenda Page, v. Crown Ranch Development, Ltd. Estex, Inc.; Harold Estes; Eric L. Estes; John Conine; Michael Weingrad; Landstar Realty Advisors, Inc.; Woodcreek Development Co.; and J. Troy Maxwell, Adv. Proc. No. 11- 9001 (Bankr. E.D. Tex.), Bankruptcy Judge Bill Parker granted, in part, and denied, in part, a Motion for Summary Judgment filed by Crown Ranch Development, Ltd. The complaint alleges a myriad of Texas Deceptive Trade Practices violations, fraud, and various other claims in connection with a real estate transaction. Judge Parker said summary judgment is rendered in favor of Crown Ranch on any alleged breach of an express warranty. Summary judgment is also rendered in favor of Crown Ranch on any alleged common law fraud, fraudulent misrepresentation, fraud by non-disclosure, fraud in a real estate transaction, breach of contract, negligent misrepresentation, and false representation under the Texas DTPA arising from any allegedly false statements regarding the existence of additional property restrictions at the time of the sales transaction (category 3). Summary judgment is also rendered in favor of Crown Ranch on any alleged common law fraud, fraudulent misrepresentation, fraud by non-disclosure, fraud in a real estate transaction, breach of contract, negligent misrepresentation, and false representation under the DTPA arising from any allegedly false statements regarding the existence of any litigation affecting the property at the time of the sales transaction (category 4). In all other respects, the Motion for Summary Judgment filed by Crown Ranch is denied. A copy of Judge Parker's March 29, 2012 Memorandum of Decision is available at http://is.gd/PKi1CPfrom Leagle.com. Based in Houston, Texas, Crown Ranch Development Ltd., dba Crown Ranch, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 11-90052) on Feb. 21, 2011. Michael Durrschmidt, Esq., at Hirsch & Westhelmer, P.C., represents the Debtor. The Debtor disclosed assets of $471,610, and debts of $21,532,517. Crown Ranch confirmed a Chapter 11 plan of reorganization by order entered on Jan. 13, 2012. DANIELS ASSETS: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Daniels Assets, Ltd. dba Diamond D Whitetail Ranch 508 Moraine Way Heath, TX 75032 Bankruptcy Case No.: 12-60059 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Northern District of Texas (San Angelo) Judge: Robert L. Jones Debtor's Counsel: Arthur I. Ungerman, Esq. One Glen Lakes Tower 8140 Walnut Hill Ln., No. 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.com Scheduled Assets: $5,553,975 Scheduled Liabilities: $9,727,083 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ J. Clarke Wilcox, Trustee Deed of Trust $5,234,497 140 E. Irving Blvd. Irving, TX 75060 The petition was signed by Jerry Daniels, president. DEAN FOODS: Moody's Says Class Action Dismissal Credit Positive --------------------------------------------------------------- Moody's Investors Service commented that the announcement on the last week of March 2012 of the dismissal of the Tennessee Retailer action against Dean Foods Company is a positive credit development for the company, although the Ba3 rating and negative outlook remain unchanged. Earlier last week, the United States District Court for the Eastern District of Tennessee entered a judgment, which remains subject to appeal, ordering that the retailer class action suit, originally filed in 2007 against Dean Foods, be dismissed. The dismissal of the action and the recover from the plaintiffs of the company's costs helps to reduce uncertainty around potential liabilities faced by Dean. The announcement last week also highlighted that the Company has received preliminary court approval for the settlement of the Tennessee Dairy Farmer action which was before the same court. As Moody's commented last year when this settlement was first announced, the $140 million settlement, while large, reduced uncertainty and potential for greater costs going forward. Dean has already made the initial $60 million payment into escrow for this settlement and would face $20 million payments on each of the following four anniversaries of final approval of the settlement. Moody's is satisfied that Dean has sufficient liquidity to cover the payments and they will not affect covenant compliance as the amounts are allowed as an add back under the credit agreement. Moody's analyzes Dean Foods in the context of the Global Consumer Products Industry Rating Methodology (published July 2009). Dean Foods is the largest processor and distributor of milk and various other dairy products in the United States and the largest producer of soy milk in Europe. The company also markets and sells a variety of branded dairy and dairy-related products including, Silk(R) soymilk and almondmilk, Horizon Organic(R) dairy products, International Delight(R) coffee creamers, LAND(R) creamers and fluid dairy products, and cultured dairy products. Headquartered in Dallas, Texas, Dean Foods had sales of approximately $13 billion for the full year ended December 31, 2011. DEB SHOPS: Court Converts Chapter 11 Case to Chapter 7 ------------------------------------------------------ At the behest of DSI Holdings Inc. and its affiliates, the Bankruptcy Court converted the Debtors' Chapter 11 case to a liquidation under Chapter 7 of the Bankruptcy Code, effective March 30. The Court also directed the appointment of a chapter 7 trustee. In September, the Court entered an order approving the sale of substantially all of the Debtors' assets to Ableco Finance LLC. The Debtors consummated the sale of all their assets to their first lien lenders pursuant to a credit bid. The only cash proceeds received by the estates were used to pay the Debtors' post-petition lenders and fund wind down costs up to $286,000. Included in that amount is $50,000 in cash, which has been set aside to fund the Debtors' wind-down and dissolution after converting the Chapter 11 cases under chapter 7. Since the sale, the Debtors have attended to various post-closing matters. The Debtors have worked with their retained professionals to wind down all remaining services so as to be sufficiently prepared for the case conversion. About Deb Shops Deb Shops Inc., was a closely held women's-clothing retailer based in Philadelphia. Deb Shops sold junior and large-size clothing for girls and women ages 13 to 25 through more than 320 U.S. stores and through debshops.com. It was bought out by the New York investment firm Lee Equity Partners in October 2007. DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363. As of April 30, 2011, the Debtors' unaudited financial statements reflected assets totaling $124.4 million and liabilities totaling $270.1 million. Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger P.A. served as bankruptcy counsel. Rothschild Inc. served as the Debtors' investment banker and financial advisors. Kurtzman Carson Consultants, LLC, served as claims agent. Sitrick & Company served as public relations consultants. Ableco, the DIP Agent was represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP. Conway Del Genio served as financial advisors to the First Lien Lenders. Schulte Roth served as corporate and tax advisors to the First Lien Lenders. Another lender, Lee DSI Holdings, was represented by Jennifer Rodburg, Esq., at Fried Frank Harris Shriver & Jacobson LLP. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors. Otterbourg Steindler Houston & Rosen served as lead counsel to the Committee. DECOR PRODUCTS: Delays Form 10-K for 2011 ----------------------------------------- Decor Products International, Inc., could not complete the filing of its annual report on Form 10-K for the year ended Dec. 31, 2011, due to a delay in obtaining and compiling information required to be included in its Form 10-K, which delay could not be eliminated by Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date. About Decor Products Decor Products International, Inc., through its subsidiaries, mainly engages in the manufacture and sale of furniture decorative paper and related products in the People's Republic of China. The Company is headquartered in Chang'an Town, Dongguan, Guangdong Province, between Shenzhen and Guangzhou in southern China. The Company's balance sheet at Sept. 30, 2011, showed US$42.97 million in total assets, US$10.28 million in total liabilities and US$32.69 million in total stockholders' equity. HKCMCPA Company Limited, in Hong Kong, expressed substantial doubt about Decor Products International's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that as of Dec. 31, 2010, the Company defaulted on the repayment of convertible notes and promissory notes with an aggregate amount of $2.2 million ($2.0 million as of March 31, 2011). DPL INC: Moody's Issues Summary Credit Opinion ---------------------------------------------- Moody's Investors Service issued a summary credit opinion on DPL Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for DPL Inc. and its affiliates. Moody's current ratings on DPL Inc. and its affiliates are: Senior Unsecured domestic currency ratings of Ba1 Senior Unsecured Bank Credit Facility domestic currency ratings of Ba1 Dayton Power & Light Company First Mortgage Bonds domestic currency ratings of A3 Senior Unsecured Bank Credit Facility domestic currency ratings of Baa2 LT Issuer Rating ratings of Baa2 Pref. Stock ratings of Ba1 RATINGS RATIONALE DPL's Ba1 senior unsecured rating is driven by high parent leverage, future credit metrics that are largely in line with the rating and DPL's position as the parent of a low-cost utility with strong credit metrics and a reasonably supportive regulatory framework. Based on factors in Moody's August 2009 Rating Methodology for Regulated Electric and Gas Utilities (the Methodology), Moody's views the consolidated entity as marginally investment grade; however, the consolidated leverage, theparent's structural subordination, and rising future dependence on unregulated cash flow constrains rating. Rating Outlook DPL's stable outlook reflects the supportive regulatory framework in place for DP&L and assumes a reasonable outcome in the 2012 ESP filing. The stable outlook also factors in moderately increasing unregulated cash flow and reasonable transition to market rates in Ohio. What Could Change the Rating - Up In light of recent downgrade of DPL's ratings, limited prospects exists for DPL to be upgraded. Longer-term, the rating for DPL could be upgraded should DPL significantly reduce the level of parent company debt or consolidated coverage metrics improve to investment grade levels including cash flow to debt sustained above 14% with the contribution from its operation remaining moderate. What Could Change the Rating - Down DPL's rating could be downgraded if DPL is unable to support its significant debt service requirements with ample debt service cushion for bondholders. Specifically, the rating for DPL and could be downgraded if DPL's credit metrics weaken such that cash flow to debt falls below 10% or if it increases its exposure to unregulated operations. In addition, if DP&L experiences material, unrecoverable cost increases or capital expenditures, the rating at both DPL and DP&L could be downgraded. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. DYNEGY HOLDINGS: Lease Decision Deadline Moved to June 4 -------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan extended the deadline for Dynegy Holdings LLC to assume or reject its unexpired leases of nonresidential real property to June 4, 2012. In the Debtors' request for an extension, Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, said the Debtors' cases are complex, and the Debtors have exhibited exemplary diligence in managing these proceedings. She said that since the Petition Date, the Debtors have focused on operating their businesses, formulating a plan of reorganization and responding to various document requests and pleadings, including those related to the appointment of an examiner. Ms. Mullen noted that the Debtors have filed Schedules of Assets and Liabilities, Statements of Financial Affairs, a proposed Chapter 11 Plan with key exhibits and a related Disclosure Statement. For these reasons the Debtors have not yet been able to reach a determination whether to assume or reject each of the Real Property Leases, Ms. Mullen said. An extension of the Leases Disposition Period is consistent with the rehabilitative goals of the Bankruptcy Code and will not unduly prejudice any of the counterparties to the Real Property Leases. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) DYNEGY HOLDINGS: Wins OK to Reject 2 Patriot Coal Supply Pacts -------------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan issued a court order authorizing Dynegy Danskammer LLC to end its coal supply contracts with Patriot Coal Sales LLC. Dynegy decided to end the supply contracts after talks with Patriot Coal for the revision of those contracts failed. The contracts, Dynegy said, no longer cater to the needs of the company. The contracts require Dynegy to purchase a fixed amount of coal. Since entering into the contracts, the price of coal has significantly dropped resulting in the company being "out-of-the money" with respect to those contracts. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) DYNEGY HOLDINGS: Panel Wins Approval to Hire ICF as Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors in Dynegy Holdings LLC's cases received a go-signal to hire ICF Resources LLC as its energy markets adviser. Effective as of Feb. 9, 2012, ICF International will provide assessments of power market, power plant, and valuation issues relating to Dynegy Inc. and the Debtors' generation portfolio, review proposed business plans and associated view of the markets and assets, review the Debtors' proposed plan of reorganization and various other related matters, provide advisory services in connection with the litigation involving the Debtors and U.S. Bank, as well as other services that may be reasonably requested by the Committee or by the Committee's counsel. The Services ICF International will provide to the Committee are necessary to enable the Committee to acquit its fiduciary duties to the Debtors' unsecured creditor constituency and to seek to maximize the value of recoveries to unsecured creditors, the Committee tells the Court. The Committee asserts that the Services will not duplicate the services provided by the other professionals that the Committee has retained or will seek to retain in these Chapter 11 cases. ICF International will be paid on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date the services are rendered, subject to Section 330 of the Bankruptcy Code. The current hourly rates charged by ICF International professionals are: Managing Director $590 Director $500 Principal $460 Senior Manager $395 Manager $355 Senior Consultant $295 Consultant $270 Analyst $250 Researcher $195 Administrator $165 Assistant $145 ICF will be reimbursed for necessary out-of-pocket expenses. The Debtors will be obligated to indemnify and hold ICF International and certain related persons and entities harmless and to provide contribution against liabilities arising out of or in connection with the retention of ICF International by the Committee except for any liability for losses, claims, damages or liabilities incurred in connection with ICF International's engagement that are finally judicially determined by a court of competent jurisdiction to have primarily resulted from the willful misconduct, bad faith or gross negligence of ICF International. Judah L. Rose, a managing director of ICF Resources, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) EASTMAN CHEMICAL: Moody's Issues Summary Credit Opinion ------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Eastman Chemical Company and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Eastman Chemical Company. Moody's current ratings on Eastman Chemical Company are: Long Term Issuer Rating of Baa2 Senior Unsecured (domestic currency) Rating of Baa2 Senior Unsecured Shelf (domestic currency) Rating of (P)Baa2 Pref. Shelf (domestic currency) Rating of (P)Ba1 Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba1 Commercial Paper (domestic currency) Rating of P-2 RATINGS RATIONALE Eastman's Baa2 and Prime-2 ratings are supported by the moderate pro forma leverage at the time of the Solutia acquisition with Net Debt/EBITDA of 3.5x (including Moody's adjustments), as well as the expectation that the combined businesses can de-lever over the following 18 months to levels that would solidly support an investment grade rating. Moody's would expect that by the end of 2013, Eastman's credit metrics should improve to below 2.8x Net Debt/EBITDA and above 23% Retained Cash Flow/Net Debt. The rating is also supported by Eastman's size, diversity and profitability subsequent to the merger, as well as its ability to generate significant free cash flow. The ratings are tempered by the size of the planned acquisition and the lack of operational synergies, which increases integration risk. The expected synergies are viewed as reasonable, with tax synergies providing the vast majority of cash benefit over the first two years. Strategic synergies are expected to be minimal prior to 2015. The principal methodology used in rating Eastman Chemical Company was the Global Chemical Industry Methodology published in December 2009. EDISON MISSION: Moody's Cuts Sr. Unsecured Debt Rating to 'Caa3' ---------------------------------------------------------------- Moody's Investors Service downgraded the long-term ratings of Edison Mission Energy (EME) and its subsidiary, Midwest Generation Company, LLC (MWG), including EME's senior unsecured notes to Caa3 from Caa1, and EME's Corporate Family Rating and Probability of Default Rating to Caa2 from B3. Moody's also downgraded MWG's senior secured pass-through certificates due 2016 to B2 from Ba3, and maintained EME's speculative grade liquidity rating at SGL-4. The rating outlook for EME and MWG is negative. "The downgrade for EME and MWG considers the severe margin squeeze and drop in cash flow expected in 2012 and 2013 caused by declines in capacity and energy revenues as well as substantially higher fuel costs," said A.J. Sabatelle, Senior Vice President at Moody's. "With internal and external liquidity sources compromised and the company facing a sizeable debt maturity in June 2013, EME's default prospects have increased," added Sabatelle. Ratings Rationale EME's cash flow is expected to decline appreciably from recent historical results during 2012 and 2013 due to narrowing operating margins driven principally by low energy and capacity prices, along with higher fuel costs. Moody's calculates that the year- over-year reduction in capacity revenues and the increase in fuel costs together will reduce operating margins and cash flow by approximately $300 million during 2012 , which will contribute to the company's expected generation of negative free cash flow. The downgrade acknowledges the challenging market for certain unregulated coal-fired generators as evidenced by the $1.009 billion after-tax impairment charge taken by EME across its coal fleet at year-end 2011. Specifically, EME took a $623 million after-tax write-down of prepaid rent and leasehold improvements at the Homer City lease while MWG recorded a $386 million after-tax impairment of 1,547 MW of coal-fired generation. MWG has announced plans to shut down 858 MW of coal-fired generation, 326 MW by the end of 2012 and 532 MW by the end of 2014. Moody's understands that Homer City is engaged in discussions with the owner-lessors under the lease regarding the funding of required environmental expenditures for the Homer City plant that, if successful, will likely result in EME's loss of substantially all economic interest in and material control of the Homer City plant. The downgrade considers the strain on EME's liquidity from the expected delay in receiving tax-allocation payments from its parent, Edison International (EIX: Baa2 senior unsecured) due to bonus depreciation taken by the consolidated group. EME has indicated that it does not expect to monetize tax losses and tax credits through the tax-allocation agreement until at least the end of 2013. At December 31, 2011, EME had recorded deferred tax assets of $520 million related to loss carryforwards and unused tax credits, which if monetized would greatly help EME's cash flow. Moody's further understands that during 2012 EME expects to make tax-allocation payments to EIX of about $185 million, creating an additional near-term strain. Compounding EME's liquidity problem is the February 2012 termination by the company of its $564 million revolver as well as the cautionary disclosure in EME's and MWG's financial statements that "there can be no assurance that MWG will be eligible to draw on its credit facility prior to maturity" which brings into question the availability of a $500 million MWG revolver scheduled to expire in June 2012. EME's woes are further magnified by an upcoming $500 million senior note maturity in June 2013. In that vein, EME's speculative grade liquidity rating of SGL-4 reflects Moody's concern about EME's internal sources of liquidity over the next four quarters given the generation of negative free cash flow, the delay in receiving future tax-allocation payments from its parent, and the lack of reliable external financing arrangements at the company. Liquidity is being provided by balance sheet cash which at December 31, 2011 was $1.3 billion on a consolidated basis. Moody's observes that while many of the company's assets are pledged to creditors which places limits on the company's ability to raise additional liquidity from asset sales, the company owns unencumbered natural gas assets and has been successfully monetizing its wind assets during the last several years to bolster liquidity. Moody's downgrade at MWG is prompted by the close interrelationship that exists between EME and MWG through the Powerton and Joliet sale leaseback agreement and by MWG's dominant position as the primary source of EME's earnings and cash flow. Reliance on MWG for revenues and cash will increase assuming EME loses its economic interest in and control of the Homer City plant. EME has guaranteed MWG's obligations under these lease. If EME fails to pay under its guarantee, including payments due under the Powerton-Joliet leases in the event that MWG could not make such payments, this would result in an event of default under the Powerton-Joliet leases. The rating action also acknowledges the relationship that EME has with its parent, EIX, including the parent's clear position of not providing any direct or indirect credit support for EME and its subsidiaries. To that end, Moody's notes that the rating action results in a very wide (10-notch) rating differential between the senior unsecured ratings of EIX and EME, further substantiating the degree of separateness that Moody's believes exists between the parent and this subsidiary. Moody's views EME as being a financially distressed company, given its highly levered capital structure relative to its ability to generate sustainable cash flow. The continuing negative rating outlook factors in Moody's concern about liquidity challenges and the increased prospects of some form of debt restructuring in light of the 2013 debt maturity. In light of these issues, including an increased probability of default, ratings are unlikely to be upgraded over the intermediate term horizon. The ratings could be downgraded if EME's overall financial flexibility, already limited, continues to weaken. Moody's sees the current power price environment, EME's need to make environmental capital investment across the fleet, and a compromised liquidity profile as increasing the likelihood of some form of debt restructuring occurring in advance of the June 2013 bond maturity. Downgrades: Issuer: Edison Mission Energy Probability of Default Rating, Downgraded to Caa2 from B3 Corporate Family Rating, Downgraded to Caa2 from B3 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3/ 64%, LGD4 from Caa1 / 64%, LGD4 Issuer: Midwest Generation, LLC Senior Secured Bank Credit Facility, Downgraded to B2/LGD2, 18% from Ba3/ LGD1, 3% Senior Secured Pass-Through Certificates, Downgraded to B2/ LGD2, 18% from Ba3 / LGD2, 13% The methodologies used in these ratings were Unregulated Utilities and Power Companies published in August 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Santa Ana, California, EME is an unregulated generation company and an indirect wholly owned subsidiary of EIX. At December 31, 2011, EME had total assets of $8.3 billion. ELEPHANT TALK: Incurs $25.3 Million Net Loss in 2011 ---------------------------------------------------- Elephant Talk Communications Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $25.31 million on $32.23 million of revenue in 2011, a net loss of $92.48 million on $37.16 million of revenue in 2010, and a net loss of $17.29 million on $43.65 million of revenue in 2009. The Company's balance sheet at Dec. 31, 2011, showed $44.81 million in total assets, $9.71 million in total liabilities, and $35.09 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/WNXt7J About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2010, the Company incurred a net loss of $92.5 million, used cash in operations of $14.1 million and had an accumulated deficit of $154.8 million. BDO USA did not include a "going concern" qualification in its report on the Company's 2011 financial results. ELPEDA L.L.C.: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Elpeda, L.L.C. P.O. Box 2324 Branson, MO 65615 Bankruptcy Case No.: 12-60546 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Eric A. Farris, Esq. FARRIS & ASSOCIATES P.O. Box 490 Branson, MO 65616 Tel: (417) 334-7278 Fax: (417) 334-7503 E-mail: eric@farrislawgroup.com Scheduled Assets: $0 Scheduled Liabilities: $2,110,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Multibank 2009-1 CRE Bank Loan $2,110,000 Ventures, LLC c/o Thomas J. O'Neal 901 St. Louis Street, Suite 1200 Springfield, MO 65806 The petition was signed by Dimitrios Tsahiridis, managing member. ENERGY COMPOSITES: Incurs $6.4 Million Net Loss in 2011 ------------------------------------------------------- Trailblazer Resources, Inc., formerly known as Energy Composites Corporation, filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $6.47 million on $0 of revenue in 2011, compared with a net loss of $4.92 million on $0 of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $0 in assets, $1.01 million in total liabilities and a $1.01 million total stockholders' deficit. Currently, the Company has no revenue generating activities. The Company previously derived revenue primarily from the sale of ECC- C's manufactured products (tanks, piping, & ductwork), installation of those tanks on occasion and service/repair. Moquist Thorvilson Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had net losses for the years ended Dec. 31, 2011, and 2010, had an accumulated deficit at Dec. 31, 2011, and at Oct. 21, 2011, the Company has no foreseeable source of revenue. About Energy Composites Wisconsin Rapids, Wisconsin-based Energy Composites Corporation is a manufacturer of composite structures and vessels for a range of clean technology industries. Based on its research of companies in this sector, the Company believe it has the Midwest's largest and most automated manufacturing capabilities with its world- class, automated 73,000 square foot climate-controlled manufacturing facility in Wisconsin Rapids, Wisconsin. EVEREST CROSSING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Everest Crossing, LLC 92 Winthrop Street Cambridge, MA 02143 Bankruptcy Case No.: 12-12691 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. VAN DAM LAW LLP 60 William Street, Suite 300 Wellesley, MA 02481 Tel: (617) 969-2900 Fax: (617) 964-4631 E-mail: mvandam@vandamlawllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Solmon Chowdury, manager. FIDELITY BANK: Closed; The Huntington National Assumes Deposits --------------------------------------------------------------- Fidelity Bank of Dearborn, Mich., was closed Friday, March 30, 2012, by the Michigan Office of Financial and Insurance Regulation, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with The Huntington National Bank of Columbus, Ohio, to assume all of the deposits of Fidelity Bank. The 15 branches of Fidelity Bank will reopen during normal banking hours as branches of The Huntington National Bank. Depositors of Fidelity Bank will automatically become depositors of The Huntington National Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Fidelity Bank should continue to use their existing branch until they receive notice from The Huntington National Bank that it has completed systems changes to allow other The Huntington National Bank branches to process their accounts as well. As of Dec. 31, 2011, Fidelity Bank had approximately $818.2 million in total assets and $747.6 million in total deposits. In addition to assuming all of the deposits of the failed bank, The Huntington National Bank agreed to purchase essentially all of the assets. Customers with questions about the transaction should call the FDIC toll-free at 1-800-523-8177. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/fidelity.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $92.8 million. Compared to other alternatives, The Huntington National Bank's acquisition was the least costly resolution for the FDIC's DIF. Fidelity Bank is the 16th FDIC- insured institution to fail in the nation this year, and the first in Michigan. The last FDIC-insured institution closed in the state was Community Central Bank, Mount Clemens, on April 29, 2011. FIELDSBORO PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Fieldsboro Properties, LLC 893 Noxontown Road New Castle, DE 19734 Bankruptcy Case No.: 12-11035 Chapter 11 Petition Date: March 27, 2012 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtor's Counsel: Donna L. Harris, Esq. PINCKNEY, HARRIS & WEIDINGER, LLC 1220 N. Market Street, Suite 950 Wilmington, DE 19801 Tel: (302) 504-1499 - Direct Fax: (302) 442-7046 E-mail: dharris@phw-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors does not contain any entry. The petition was signed by Robert D. McKeown, Jr., managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- West End Truck Parts, Inc. 12-11033 03/27/12 FLORIDA GAMING: Incurs $21.7 Million Net Loss in 2011 ----------------------------------------------------- Florida Gaming Corporation filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $21.76 million on $8.12 million of total operating revenue in 2011, compared with a net loss of $4.84 million on $9.32 million of total operating revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $105.44 million in total assets, $132.78 million in total liabilities and a $27.33 million stockholders' deficit. For 2011, King & Company, PSC, in Louisville, Kentucky, noted that the Company has experienced recurring losses from operations, cash flow deficiencies, and is in default of certain credit facilities, all of which raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/RburGR About Florida Gaming Florida Gaming Corporation operates live Jai Alai games at frontons in Ft. Pierce, and Miami, Florida through its Florida Gaming Centers, Inc. subsidiary. The Company also conducts intertrack wagering (ITW) on jai alai, horse racing and dog racing from its facilities. Poker is played at the Miami and Ft. Pierce Jai-Alai, and dominoes are played at the Miami Jai-Alai. In addition, the Company operates Tara Club Estates, Inc., a residential real estate development located near Atlanta in Walton County, Georgia. Approximately 46.2% of the Company's common stock is controlled by the Company's Chairman and CEO either directly or beneficially through his ownership of Freedom Holding, Inc. The Company is based in Miami, Florida. FREEDOM PROPERTY: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Freedom Property LLC 110 SE 2 Street, #101 Delray Beach, FL 33444 Bankruptcy Case No.: 12-17493 Chapter 11 Petition Date: March 28, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Julie E. Hough, Esq. HOUGH LAW GROUP, P.A. 320 SE 11 Street Ft. Lauderdale, FL 33316 Tel: (954) 239-4760 Fax: (954) 239-4761 E-mail: jhough@houghlawgroup.com Scheduled Assets: $747,505 Scheduled Liabilities: $1,463,252 The Company's list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb12-17493.pdf The petition was signed by Sean Hackner, director. GENERAL MOTORS: District Court Rejects Untimely Appeal ------------------------------------------------------ District Judge Shira A. Scheindlin declined to accept an appeal by Dana H. Fox, proceeding pro se, from a decision of the U.S. Bankruptcy Court for the Southern District of New York in General Motor Corp.'s case. Judge Scheindlin said because Mr. Fox's appeal was filed many months after the deadline for filing an appeal had passed, "I do not have jurisdiction to consider it." The judge returned the matter to the Bankruptcy Court for resolution. In 2003, Mr. Fox filed a lawsuit in Florida against GM relating to his purchase of a vehicle. After GM filed for bankruptcy, on Aug. 28, 2009, Mr. Fox wrote to the Bankruptcy Court asking it to lift the automatic stay in his case; on Sept. 21, 2009, the Bankruptcy Court decided to treat Mr. Fox's correspondence as a proof of claim. On Oct. ctober 16, 2009, Mr. Fox filed a new proof of claim for $19,500 (which he labeled as a secured claim) and for "6 years litigation time," which he labeled as unsecured. On June 30, 2010, upon GM's motion, the Bankruptcy Court consolidated the two Fox claims into one, expunging the one submitted on Aug. 28, 2009. Then, on March 9, 2011, again upon GM's motion, the Bankruptcy Court reclassified Fox's claim from a secured claim to a general unsecured claim. On Sept. 12, 2011, Mr. Fox filed a motion in Bankruptcy Court seeking an appeal "of an incorrect decision to expunge Mr. Fox Pro-se's legitimate claim" against GM. Mr. Fox said the Bankruptcy Court's order "appears to be vague and ommissive [sic] as it expunges certain cases yet brings them (the cases) forward indicating that the cases are still valid: This is the problem with overwordiness in legal proceedings where the attempt is to confuse the issue with mis-representation of what is supposed to be intended." "The Court sympathizes with Fox's sentiments -- legal opinions are indeed complicated and are often difficult to understand. This is particularly true with regards to bankruptcy. As the United States Courts system advises on its website with regards to such cases: 'The rules are very technical . . . hiring a competent attorney is strongly recommended,'" Judge Scheindlin said. The case is Dana H. Fox, Appellant, v. Motors Liquidation Company GUC Trust, Appellee, 11 Civ. 9087 (S.D.N.Y.). A copy of the District Court's March 26, 2012 Memorandum Opinion and Order is available at http://is.gd/7FptePfrom Leagle.com. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. In October 2011, Moody's Investors Service raised New GM's Corporate Family Rating and Probability of Default Rating to Ba1 from Ba2, and its secured credit facility rating to Baa2 from Baa3. Moody's also raised the Corporate Family Rating of GM's financial services subsidiary -- GM Financial -- to Ba3 from B1. Also in October 2011, Fitch Ratings upgraded the Issuer Default Ratings of New GM, General Motors Holdings LLC, and General Motors Financial Company Inc., to 'BB' from 'BB-'. Standard & Poor's Ratings Services raised its corporate credit rating on New GM to 'BB+' from 'BB-'; and revised the rating outlook to stable from positive. "We also raised our issue-level rating on GM's debt to 'BBB' from 'BB+'; the recovery rating remains at '1'," S&P said. In January 2012, S&P raised its long-term issuer credit rating on General Motors Financial to 'BB' from 'B+'. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. GENMED HOLDING: Delays Form 10-K for 2011 ----------------------------------------- Genmed Holding Corp. notified the U.S. Securities and Exchange Commission that it will be late in filing its Annual Report on Form 10-K for the period ended Dec. 31, 2011. The compilation, dissemination and audit of the information required to be presented in the form 10-K for the year ended Dec. 31, 2011, has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file such annual report no later than 15th calendar day after its original date. About Genmed Holding Based in The Netherlands, Genmed Holding Corp. through its wholly owned Dutch subsidiary Genmed B.V. is focusing on the delivery of low cost generic medicines directly to distribution chains throughout Europe. Generic medicines, which become available when the originator medicines patents has expired, are, due to continuing governmental pressure and new insurance policies, increasingly used as equally effective alternatives to higher- priced originator pharmaceuticals by general practitioners, specialists and hospitals. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $2.37 million on $nil revenue, compared with a net loss of $1.71 million on $nil revenue for the corresponding period last year. At Sept. 30, 2011, the Company's balance sheet showed $1.29 million in total assets, $2.94 million in total liabilities, and a stockholders' deficit of $1.65 million. As reported in the TCR on April 27, 2011, Meyler & Company, LLC, in Middletown, N.J., expressed substantial doubt about Genmed Holding's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred cumulative net losses of $69.99 million since inception, and had net losses of $7.73 million and $8.59 million for the years ended Dec. 31, 2010, and 2009. GLOBAL GEOPHYSICAL: Moody's Rates $50MM Sr. Unsecured Notes 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Global Geophysical Services Inc.'s offering of $50 million senior unsecured notes due 2017. The proceeds of the offering will be used to repay outstanding borrowings under the company's revolving credit facility. The rating outlook is negative. RATINGS RATIONALE GGS has adequate liquidity over the next year following this note issuance. The company's $70 million revolving credit facilty matures in late April 2013 and Moody's expects GGS will be able to refinance it. This credit facility is secured by all the assets of GGS but the primary collateral is the accounts receivable from its major clients. The average of accounts receivable at December 31, 2011 and 2010 was about $78 million. Using normal advance rates, this yields a borrowing capacity of about $55 -$60 million. The remainder of the facility ($10-$15 million) is secured by the entirety of the remaining assets of the company. It would appear that the consequences of the banks calling a default and restructuring are inferior in outcome to an extension of the revolving credit facility to at least a year prior to the note maturities. With resulting limited maturities through 2017 and the ability to manage cash by not or dis-investing in multi-client libraries a payment default probability is relatively low. There is one caveat: non-performance in the seismic business and GGS in particular. GGS's next material maturity is in 2017 and absent a fundamental positive and sustainable change in baseline profitability of the business or an unanticipated delevering, a reasonable extrapolation can be made that GGS might not have sufficient value around which to fully refinance its debt at maturity. Total debt after Moody's standard adjustments at December 31, 2011 is approximately $400 million and has averaged about $390 million since 2008. Earnings before interest and taxes (EBIT) over the last four years averaged about $23 million. Assuming a tax rate of 15% (GGS operates in multiple foreign jurisdictions in which it pays taxes and a reconstituted company might not be able to utilize the large $US NOL position efficiently), the average NOPAT is in the $20 million range. Applying a capital charge of 10% (less than the yield-to-maturity of the notes) yields a substantial negative return on debt. While the trend for seismic appears to be improving, it is a very volatile asset class, as indicated by GGS' stock having about 3 times the volatility of the market since April 2010. Being as levered as it is today, and this being such a highly cyclical business, this is not an improbable scenario. The B3 rating on the $50 million senior notes reflects both the overall probability of default of GGS, to which Moody's assigns a PDR of B2, and a loss given default of LGD 4 (61%). The principal methodology used in rating GGS was the Global Oilfield Services 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. GRAYMARK HEALTHCARE: Delays Form 10-K for 2011 ---------------------------------------------- Graymark Healthcare, Inc., could not complete the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2011, due to a delay in obtaining and compiling information required to be included in the Company's Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date. About Graymark Healthcare Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ: GRMH) -- http://www.graymarkhealthcare.com/-- is one of the largest providers of care management solutions to the sleep disorder market based on number of independent sleep care centers and hospital sleep diagnostic programs operated in the United States. As reported in the TCR on April 5, 2011, Eide Bailly LLP, in Greenwood Village, Colo., expressed substantial doubt about Graymark Healthcare's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered significant losses from operations, anticipates additional losses in the next year and has insufficient working capital as of Dec. 31, 2010, to fund the anticipated losses. The Company also reported a net loss of $4.10 million on $13.09 million of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $5.43 million on $15.72 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $29.67 million in total assets, $23.11 million in total liabilities and $6.56 million in total equity. HASSAYAMPA GOLF: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Hassayampa Golf Club, Inc. 2060 Golf Club Lane Prescott, AZ 86303 Bankruptcy Case No.: 12-06605 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Redfield T. Baum PCT Sr. Debtor's Counsel: Shelton L. Freeman, Esq. DECONCINI MCDONALD YETWIN & LACY PC 6909 East Main St Scottsdale, AZ 85251 Tel: (480) 398-3100 Fax: (480) 398-3101 E-mail: tfreeman@lawdmyl.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 Larry Stanek, president. HEARUSA INC: To Present Plan for Confirmation on May 7 ------------------------------------------------------ The United States Bankruptcy Court for the Southern District of Florida entered an order conditionally approving HearUSA, Inc.'s Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Liquidation. As reported by the TCR on Feb. 23, 2012, HearUSA filed a Chapter 11 plan that proposes to pay creditors in full. After paying $4.6 million to secured and unsecured creditors, $42 million will remain for the equity. After $2.33 million for preferred shareholders, $39.7 million will remain for common equity, the disclosure statement says. The disclosure statement estimates the distribution for each share at $1.02. To avoid the expense of vote solicitation, HearUSA intends to treat equity as voting "no" and approving the plan by use of the so-called cramdown process, where the liquidation can be approved by proving shareholders will receive more than they would if the case was converted to liquidation in Chapter 7 bankruptcy. The Court established March 19, 2012, as the record date for the identification of holders of common stock of the Company entitled to notice of the Plan and established May 14, 2012, as the record date for holders of common stock entitled to distributions under the Plan. The consolidated hearing on final approval of the Amended Disclosure Statement, confirmation of Amended Chapter 11 Plan of Liquidation, and approval of proposed settlements will be held on May 7, 2012, at 1:30 p.m. The Debtor's exclusive period is extended through confirmation. About HearUSA Inc. HearUSA, Inc., which sells hearing aids in 10 states, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-23341) on May 16, 2011, to sell the business for $80 million to William Demant Holdings A/S. The Debtor said that assets are $65.6 million against debt of $64.7 million as of March 31, 2010. HearUSA owes $31.3 million to Siemens Hearing Instruments Inc., the principal supplier and primary secured lender. Judge Erik P. Kimball presides over the case. Brian K. Gart, Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at Berger Singerman, P.A., represent the Debtor. The Debtor has tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC, investment banker; Development Specialist Inc., restructuring advisor ans Joseph J. Luzinski as chief restructuring officer; and AlixPartners LLC, as communications consultant. Trustee Services, Inc., serves as claims and notice agent. The Official Committee of Unsecured Creditors has been appointed in the case. Robert Paul Charbonneau, Esq., and Daniel L. Gold, Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors Committee. An Official Committee of Equity Security Holders has also been appointed. Mark D. Bloom, Esq., at Greenberg Traurig P.A., in Miami, Fla., represents the Equity committee as counsel. The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of substantially all of the assets of the Company to Audiology Distribution, LLC, a wholly owed subsidiary of Siemens Hearing Instruments, Inc., which submitted the highest and best bid for the assets in the July 29, 2011 auction pursuant to 11 U.S.C. Section 363. The purchase price is estimated to be roughly $109 million and comprised of $66.8 million in cash plus certain assumed liabilities -- which includes repayment or assumption of the $10 million DIP financing provided by the stalking horse bidder, William Demant Holdings A/S -- plus the payment of cure costs for assumed contracts, and the assumption of various liabilities of the company. On Sept. 9, 2011, the sale closed. In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State in order to change its name to "HUSA Liquidating Corporation". The Certificate of Amendment was effective on the date of filing. HERCULES OFFSHORE: Plans to Offer $500 Million of Notes ------------------------------------------------------- Hercules Offshore, Inc., intends, subject to market conditions, to offer, in a private placement, up to $300,000,000 aggregate principal amount of senior secured notes due 2017, and up to $200,000,000 aggregate principal amount of senior notes due 2019. Hercules Offshore expects to use the net proceeds from the notes offering to repay all of the indebtedness outstanding under our existing secured term loan. As a result of the repayment of the Company's term loan, the Company's outstanding 10.5% Senior Secured Notes will become unsecured. The Company expects to use the remaining net proceeds for general corporate purposes, including to fund a portion of the purchase price for the previously announced acquisition of the drilling rig Ocean Columbia as well as the costs associated with the repair, upgrade and mobilization of the Ocean Columbia. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $2 billion in total assets, $1.09 billion in total liabilities, and $908.55 million in stockholders' equity. * * * The Troubled Company Reporter said on Nov. 17, 2010, Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to Caa1 with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings Services revised its outlook on Houston-based Hercules Offshore Inc. to stable from negative and affirmed its 'B-' corporate credit rating on the company. "The rating on the company's senior secured credit facility remains 'B-' (the same as the corporate credit rating on the company) with a recovery rating of '3', indicating our expectation of a meaningful (50% to 70%) recovery in the event of payment default," S&P said. "Our ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate our expectation that day rates and utilization for the company's jack-up rigs in the U.S. Gulf of Mexico will remain robust throughout 2012. Moreover, we expect the company's domestic offshore operations will provide the majority of EBITDA generation in 2012, since its international offshore segment will perform more weakly compared with 2011 due to lower contract renewal day rates reflecting current market conditions. The ratings also incorporate the company's geographic and product diversification (provided by the its liftboat segments) and adequate liquidity, as well as the risks associated with the Securities and Exchange Commission's investigation into possible violations of securities law, including possible violations of the Foreign Corrupt Practices Act. The company is also the subject of a review by the U.S. Department of Justice (DOJ)," S&P said. HERCULES OFFSHORE: Plans to Offer 20 Million Common Shares ---------------------------------------------------------- Hercules Offshore, Inc., intends, subject to market conditions, to publicly offer up to 20,000,000 shares of common stock in an underwritten public offering. The underwriters for the offering will also have the option to purchase up to 3,000,000 additional shares of common stock on the same terms and conditions to cover over-allotments, if any. The Company intends to use 50% of the net proceeds from the offering to repay a portion of indebtedness outstanding under the Company's term loan facility. The Company expects to use the remaining net proceeds to fund a portion of the purchase price for its previously announced acquisition of the drilling rig Ocean Columbia as well as the costs associated with the repair, upgrade and mobilization of Ocean Columbia. Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are serving as Joint Book-Running Managers of the offering. The offering is being made pursuant to an effective registration statement. A copy of the preliminary prospectus supplement and related base prospectus for the offering may be obtained on the Securities and Exchange Commission Web site at www.sec.gov About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $2 billion in total assets, $1.09 billion in total liabilities, and $908.55 million in stockholders' equity. * * * The Troubled Company Reporter said on Nov. 17, 2010, Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to Caa1 with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings Services revised its outlook on Houston-based Hercules Offshore Inc. to stable from negative and affirmed its 'B-' corporate credit rating on the company. "The rating on the company's senior secured credit facility remains 'B-' (the same as the corporate credit rating on the company) with a recovery rating of '3', indicating our expectation of a meaningful (50% to 70%) recovery in the event of payment default," S&P said. "Our ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate our expectation that day rates and utilization for the company's jack-up rigs in the U.S. Gulf of Mexico will remain robust throughout 2012. Moreover, we expect the company's domestic offshore operations will provide the majority of EBITDA generation in 2012, since its international offshore segment will perform more weakly compared with 2011 due to lower contract renewal day rates reflecting current market conditions. The ratings also incorporate the company's geographic and product diversification (provided by the its liftboat segments) and adequate liquidity, as well as the risks associated with the Securities and Exchange Commission's investigation into possible violations of securities law, including possible violations of the Foreign Corrupt Practices Act. The company is also the subject of a review by the U.S. Department of Justice (DOJ)," S&P said. HERCULES OFFSHORE: To Acquire Ocean Columbia for $40 Million ------------------------------------------------------------ Hercules Offshore, Inc., announced the execution of a definitive agreement to acquire the offshore drilling rig Ocean Columbia from a subsidiary of Diamond Offshore Drilling, Inc. The purchase price is $40 million in cash. Ocean Columbia is a LeTourneau Class 82 SD-C self-elevating drilling rig (built in 1978) registered and flagged in the Marshall Islands. Subject to customary closing conditions, the Company expects the acquisition to close in May 2012. Hercules Offshore also announced that it has entered into a three- year drilling contract with Saudi Aramco for the use of the Ocean Columbia. Over this three-year period, the Company expects to generate total revenues of $160.0 million, including a lump-sum mobilization fee, assuming a utilization rate of 98% for the rig. Under the drilling contract, Saudi Aramco has the option to extend the term for an additional one-year period. Prior to commencing work under the contract, the Company expects to spend approximately $45.0 million for repairs, upgrades and other contract specific refurbishments to the rig and to mobilize the rig from the Gulf of Mexico to the Middle East. The Company expects the rig to commence work under the contract in November 2012. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $2 billion in total assets, $1.09 billion in total liabilities, and $908.55 million in stockholders' equity. * * * The Troubled Company Reporter said on Nov. 17, 2010, Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to Caa1 with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings Services revised its outlook on Houston-based Hercules Offshore Inc. to stable from negative and affirmed its 'B-' corporate credit rating on the company. "The rating on the company's senior secured credit facility remains 'B-' (the same as the corporate credit rating on the company) with a recovery rating of '3', indicating our expectation of a meaningful (50% to 70%) recovery in the event of payment default," S&P said. "Our ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate our expectation that day rates and utilization for the company's jack-up rigs in the U.S. Gulf of Mexico will remain robust throughout 2012. Moreover, we expect the company's domestic offshore operations will provide the majority of EBITDA generation in 2012, since its international offshore segment will perform more weakly compared with 2011 due to lower contract renewal day rates reflecting current market conditions. The ratings also incorporate the company's geographic and product diversification (provided by the its liftboat segments) and adequate liquidity, as well as the risks associated with the Securities and Exchange Commission's investigation into possible violations of securities law, including possible violations of the Foreign Corrupt Practices Act. The company is also the subject of a review by the U.S. Department of Justice (DOJ)," S&P said. HOMELAND SECURITY: Reports $4.7MM Net Income in Half-Year 2011 -------------------------------------------------------------- Homeland Security Capital Corporation filed with the U.S. Securities and Exchange Commission a transition report on Form 10-KT disclosing net income of $4.71 million on $9.15 million of net revenue for the six months ended Dec. 31, 2011. The Company also reported a net loss of $3.98 million on $0 of net revenue for the year ended June 30, 2011. The Company's balance sheet at Dec. 31, 2011, showed $10.83 million in total assets, $13.08 million in total liabilities $169,768 in warrants payable and a $2.42 million total stockholders' deficit. Coulter & Justus, P.C., in Knoxville, Tennessee, noted that Related Party Senior Notes Payable totaling $5,553,778 are due and payable. As of Dec. 31, 2011, the Company has a net capital deficiency in addition to a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-KT is available for free at: http://is.gd/lh5ocF About Homeland Security Homeland Security Capital Corporation is an international provider of specialized technology-based radiological, nuclear, environmental disaster relief and electronic security solutions to government and commercial customers. In March 2008, the Company entered into a stock purchase agreement with YA Global Investments, L.P. pursuant to which the Company sold to YA 10,000 shares of its Series H Convertible Preferred Stock. The Series H Stock is convertible into shares of Common Stock at an initial ratio of 33,333 shares of Common Stock for each share of Series H Stock, subject to adjustments -- including the Company's wholly owned subsidiary, Safety & Ecology Holdings Corporation, achieving certain earnings milestones, as defined, for the calendar years ending December 31, 2009 and 2008. Safety operates its business on a fiscal year ending June 30. Safety achieved the first milestone for the calendar year ending December 31, 2008. However, the second financial milestone for the calendar year ended December 31, 2009, has not been satisfied, resulting in a potential adjustment to the conversion ratio yielding approximately 56,300 shares of Common Stock for each share of Series H Stock, or approximately a potential additional 230,000,000 shares of the Company's Common Stock in the aggregate. Management is discussing with YA the possibility of a waiver or amendment of any adjustment to the Series H Stock conversion ratio, however there can be no assurances YA will waive or amend the adjustment, if any, to the Series H Stock conversion ratio. YA has not exercised its conversion rights as of February 22, 2010. In June 2009 the Company entered into an agreement YA extending the due date on its senior notes payable, and accrued interest, to YA from March 14, 2010, until October 1, 2010, for $2,500,000 and April 1, 2011, for $10,560,000. In exchange, the Company agreed to an increase in the interest rate, from 13% to 15%, on the senior notes payable and certain other debt due to YA, effective January 1, 2010, if the Company failed to secure a certain contract by March 2010. In December 2009, the Company was informed that it had been eliminated from the award process for this contract. Accordingly, the Company will begin recording interest expense at the increased rate effective Jan. 1, 2010. HOSTESS BRANDS: Expects to Reach Deal With Union on Asset Sale -------------------------------------------------------------- Josh Kosman at the New York Post reports that Hostess Brands said it is hoping to reach a deal with its unions that will allow it to sell individual brands to raise cash. According to the report, Hostess Brands is negotiating with its unions to cut pensions costs. While the pensions remain the key sticking point, the company is also seeking permission from its union to sell brands, such as Hostess CupCakes, Drake's and Dolly Madison. The report relates the company has wanted to sell some of its individual snack brands for years, while the unions have been concerned that shedding profitable assets will leave the remaining company even more vulnerable to collapse. However, Hostess' unions are willing to consider the sale of brands if the proceeds are used to strengthen the remaining business, a source close to the talks said, according to the report. The report says shedding brands may be Hostess' best bet for reaching a compromise with its unions and avoiding liquidation. The company has asked a bankruptcy judge to slash its health-care and pension obligations to employees of the Teamsters and a bakers union, saying it's losing market share and "hundreds of millions of dollars each year." The report notes Hostess has extended until April 17 a hearing in which the bankruptcy judge will decide whether it has the right to scrap its collective bargaining agreement and its pensions. If Hostess wins, the Teamsters have already authorized a strike vote. Should it lose, the company's senior creditors may refuse to fund the business any longer and liquidate it, a move that would impact close to 18,000 workers, according to the report. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. HOSTESS BRANDS: DIP Deadline for CBA Rejection Moved to April 30 ---------------------------------------------------------------- Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court Southern District of New York for authority to amend, for the second time, the DIP Credit Agreement, in connection with the extension of one of the Chapter 11 milestones. The second amendment dated as of March 9, 2012, to the Debtor-in- Possession Credit, Guaranty and Security Agreement, dated as of Jan. 12, 2012, reflect that Annex A to the DIP Credit Agreement is amended by deleting the reference to "75 days following the date the Section 1113 motion was filed" under the "Deadline" heading with respect to the sixth milestone and replacing it with "April 30, 2012." A full-text copy of the Second Amendment to the DIP Credit Agreement is available for free at: http://bankrupt.com/misc/HOSTESSBRANDS_dipagreement_amendment.pdf As reported in the June 12, 2012 edition of the TCR, the Debtors have said that the up to $75 million of secured DIP term loan facility and access to cash collateral are necessary to meet ongoing working capital and general business needs. The initial DIP lenders are Silver Point, Monarch Alternative Capital, LP, Gannett Peak CLO I, Ltd. and Credit Value Partners, LP. The DIP facility will mature within the first anniversary of the closing date. Milestones set by the original DIP agreement include: * by no later than 14 days after the Petition Date, the Debtors must file a motion, pursuant to Section 1113 of the Bankruptcy Code with respect to the Debtors' collective bargaining agreements with the IBT and the BCT; * by no later than 45 days after the Petition Date, the Debtors must have prepared for approval bid procedures with respect to the possible sale of all or substantially all of the Debtors' assets pursuant to 111 U.S.C. Sec. 363; * by no later than 75 days following the date the Section 1113 Motion is filed, the Debtors must obtain satisfactory resolution of the Section 1113 Motion related to the IBT and BCT; * by no later than July 13, 2012, the Debtors must obtain confirmation of a Chapter 11 plan; and * by no later than July 27, 2012, the plan will have become effective. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein will head up the legal team for the committee. The bankruptcy judge on Feb. 3 gave Hostess Brands final authority for $75 million in secured financing. The day following the Jan. 11 Chapter 11 filing, Hostess had secured interim approval for a $35 million loan. HOVNANIAN ENTERPRISES: Moody's Issues Summary Credit Opinion ------------------------------------------------------------ Moody's Investors Service issued a summary credit opinion on Hovnanian Enterprises, Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Hovnanian Enterprises, Inc. and its affiliates. Moody's current ratings for Hovnanian are: Hovnanian Enterprises Corporate Family Rating of Caa2 Probability of Default Rating of Caa2 Senior Unsecured Shelf Rating of (P)Caa3 Preferred Stock Rating of Ca (LGD6, 98%) Speculative Grade Liquidity Rating of SGL-3 K. Hovnanian Enterprises Senior Secured Rating of B3 (LGD3, 31%) Senior Unsecured Rating of Caa3 (LGD5, 84%) Senior Unsecured Shelf Rating of (P)Caa3 All of K. Hovnanian Enterprises' debt is guaranteed by its parent company, Hovnanian Enterprises, Inc. and its restricted operating subsidiaries. RATINGS RATIONALE The Caa2 corporate family rating reflects Hovnanian's elevated debt leverage weak gross margins, continued operating losses, negative cash flow generation, and Moody's expectation that the conditions in the homebuilding industry over the next one to two yeas will provide limited opportunities for improvement in the company's operating and financial metrics. In addition, the ratings consider Hovnanian's negative net worth position, which Moody's anticipates will be further weakened by continuing operating losses and impairment charges. As a result, adjusted debt leverage, currently standing at 149%, is likely to increase further. At the same time, the ratings are supported by the company's lack of financial maintenance covenants and the absence of significant debt maturities until 2015. The negative rating outlook reflects the risk that the likely benefits of the company's current operating strategy of investing in distressed lots and new community openings may transpire after its weakening cash position, lack of a revolver, and bloated capital structure place it in an untenable financial position. The ratings could be lowered further if the company were to materially deplete its cash reserves either through sharper-than- expected operating losses or through a substantial investment or other transaction. The outlook could stabilize if the company were to generate sizable amounts of operating cash flow, turn profitable on an operating basis, or receive a significant infusion of equity capital. The principal methodology used in rating Hovanian Enterprises, Inc was the Global Homebuilding Industry Methodology published in March 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. HWI GLOBAL: Delays Form 10-K for 2011 ------------------------------------- HWI Global, Inc., was unable to compile the necessary financial information required to prepare a complete filing of its Annual Report on Form 10-K for the period ended Dec. 31, 2011. Thus, the Company would be unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About HWI Global HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey provider of cleanroom systems; designing, engineering, manufacturing, installing and servicing principal component systems for advanced cleanrooms. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $885,409 on $2.8 million of contract revenues earned, compared with net income of $4,326 on $2.7 million of contract revenues earned for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $1.1 million in total assets, $2.6 million in total current liabilities, and a stockholders' deficit of $1.5 million. As reported in the TCR on May 3, 2011, MaloneBailey, LLP, in Houston, expressed substantial doubt about IVT Software (now known as HWI Global)'s ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that the Company has suffered recurring losses from operations. IDO SECURITY: Delays Form 10-K for 2011 --------------------------------------- IDO Security Inc.'s annual report on Form 10-K for the fiscal year ended Dec. 31, 2011, could not be filed by the prescribed due date of March 30, 2012, because the Company had not yet finalized its treatment and disclosure of certain material events that occurred during the fourth quarter and fiscal year 2011. As a result, the audit of the Company's 2011 financial statements is ongoing. Accordingly, the Company was unable to file that report within the prescribed time period without unreasonable effort or expense. The Company anticipates that the subject annual report will be filed on or before April 16, 2012. About IDO Security IDO Security Inc. is engaged in the design, development and marketing of devices for the homeland security and loss prevention markets that are intended for use in security screening procedures to detect metallic objects concealed on or in footwear, ankles and feet through the use of electro-magnetic fields. The Company's common stock trades on the OTC Bulletin Board under the symbol IDOI. The Company is headquartered in New York City. The Company reported a net loss of $7.78 million on $61,399 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $6.40 million on $82,721 of revenue during the prior year. The Company also reported a net loss of $5.64 million on $189,223 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $5.51 million on $22,770 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.71 million in total assets, $18.66 million in total liabilities, and a $16.94 million total stockholders' deficiency. As reported by the TCR on April 15, 2011, Rotenberg Meril Solomon Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has not achieved profitable operations, has incurred recurring losses, has a working capital deficiency and expects to incur further losses in the development of the business. INFUSION BRANDS: Incurs $6.9 Million Net Loss in 2011 ----------------------------------------------------- Infusion Brands International, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.94 million on $17.94 million of product sales in 2011, compared with a net loss of $16.07 million on $7.17 million of product sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.74 million in total assets, $8.62 million in total liabilities, $20.47 million in redeemable preferred stock, and a $18.34 million total deficit. Meeks International LLC, in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring losses from operations and is dependent on outside sources of financing for continuation of its operations and management is restructuring and redirecting its operating initiatives that require the use of its available capital resources. A copy of the Form 10-K is available for free at: http://is.gd/iPjdGQ About Infusion Brands Infusion Brands International, Inc. is a global consumer products company. Its wholly owned operating subsidiary, Infusion Brands, Inc. specializes in building and marketing profitable brands through international direct-to-consumer channels of distribution. On Dec. 16, 2010, as part of its quasi-reorganization in order to change its business model from that of an acquisition strategy to a singular operating model as a consumer products company which builds and markets brands internationally through direct-to- consumers channels of distribution, OmniReliant Holdings, Inc. entered into an agreement and plan of merger with Infusion Brands International, Inc., a Nevada corporation and the Company's wholly-owned subsidiary. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company merged with and into Infusion Brands International, Inc., solely to effect a name change of the Company. INTELLICELL BIOSCIENCES: Delays Form 10-K for 2011 -------------------------------------------------- Intellicell Biosciences, Inc., notified the U.S. Securities and Exchange Commission that it will be late in filing its annual report on Form 10-K for the period ended Dec. 31, 2011. The Company said the compilation, dissemination and review of the information required to be presented in the annual report on Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the annual report on Form 10-K impracticable without undue hardship and expense. The Company undertakes the responsibility to file that report no later than 15 days after its original prescribed due date. On June 3, 2011, the Company acquired Intellicell Biosciences, Inc., a New York corporation, in a transaction which was accounted for as a reverse acquisition. As a result, the results of operations for periods prior to June 3, 2011, will be the results of operations of Intellicell, which is the accounting acquirer. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company's balance sheet at Sept. 30, 2011, showed $1.0 million in total assets, $21.2 million in total current liabilities, and a stockholders' deficit of $20.2 million. "The Company has incurred losses since inception resulting in an accumulated deficit of $20.1 million and a working capital deficit of $21.0 million as of Sept. 30, 2011, respectively, however, if the non-cash expense related to the Company's derivative liability is excluded the accumulated deficit amounted to $3.1 million and working capital deficit amounted to $3.7 million, respectively,? the Company said in the filing. "Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern." INTERMETRO COMMUNICATIONS: Reports $3.6-Mil. Net Income in 2011 --------------------------------------------------------------- InterMetro Communications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $3.61 million on $21.30 million of net revenues in 2011, compared with net income of $3.21 million on $28.03 million of net revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.98 million in total assets, $16.25 million in total liabilities, and a $13.27 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred net losses in previous years, and as of Dec. 31, 2011, the Company had a working capital deficit of approximately $12,696,000 and a total stockholders' deficit of approximately $13,274,000. The Company anticipates that it will not have sufficient cash flow to fund its operations in the near term and through fiscal 2012 without the completion of additional financing. A copy of the Form 10-K is available for free at: http://is.gd/Ii8p26 Simi Valley, Calif.-based InterMetro Communications, Inc. -- http://www.intermetro.net/-- is a facilities-based provider of enhanced voice and data communication services. INTERMETRO COMMUNICATIONS: J. Touber Holds 11.3% Equity Stake ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Joshua Samuel Touber disclosed that, as of Feb. 28, 2011, he beneficially owns 8,486,317 shares of common stock of InterMetro Communications, Inc., representing 11.3% of the shares outstanding. A copy of the amended filing is available for free at http://is.gd/QzvXm0 About InterMetro Communications Simi Valley, Calif.-based InterMetro Communications, Inc. -- http://www.intermetro.net/-- is a facilities-based provider of enhanced voice and data communication services. The Company reported net income of $3.61 million in 2011, compared with net income of $3.21 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.98 million in total assets, $16.25 million in total liabilities and a $13.27 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred net losses in previous years, and as of Dec. 31, 2011, the Company had a working capital deficit of approximately $12,696,000 and a total stockholders' deficit of approximately $13,274,000. The Company anticipates that it will not have sufficient cash flow to fund its operations in the near term and through fiscal 2012 without the completion of additional financing. IPALCO ENTERPRISES: Moody's Issues Summary Credit Opinion --------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on IPALCO Enterprises, Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for IPALCO Enterprises, Inc. and its affiliates. Moody's current ratings on IPALCO Enterprises, Inc. and its affiliates are: Senior Secured domestic currency ratings of Ba1 Indianapolis Power & Light Company First Mortgage Bonds domestic currency ratings of A3 LT Issuer Rating ratings of Baa2 Pref. Stock domestic currency ratings of Ba1 Backed First Mortgage Bonds domestic currency ratings of A3 Underlying First Mortgage Bonds domestic currency ratings of A3 RATINGS RATIONALE Moody's evaluates IPALCO's consolidated financial performance relative to the Regulated Electric and Gas Utilities rating methodology (the methodology) published in August 2009. As depicted in the grid below, IPALCO's indicated rating under this methodology is Baa3 compared to its current Ba1 senior secured rating. The indicated rating under the methodology, however, does not consider IPALCO's ownership by AES, which is a driver for the one notch difference between the current and indicated ratings. IPALCO's Ba1 senior secured rating incorporates its 100% ownership by the speculative-rated AES, a highly leveraged consolidated balance sheet and its subordinated position to approximately $990 million of funded debt at IPL offset in part by IPALCO's adequate financial metrics and a supportive regulatory environment. Rating Outlook The stable outlook reflects the fairly supportive regulatory environment in the state of Indiana and an expectation that IPALCO will maintain a CFO pre-W/C to debt ratio in excess of 10%. What Could Change the Rating - Up The rating could rise if IPALCO's CFO pre-W/C to debt ratio and interest coverage metrics exceed 13% and 3.2 times, respectively, on a sustainable basis. What Could Change the Rating - Down The rating could face downward pressure if IPL is downgraded or if IPALCO's CFO pre-W/C to debt ratio and interest coverage metrics deteriorate unexpectedly to levels below 9% and 2.2 times, respectively for an extended period. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. IVOICE INC: Delays Form 10-K for 2011 ------------------------------------- iVoice, Inc., informed the U.S. Securities and Exchange Commission that there will be a delay in filing the Company's Annual Report on Form 10-K for the period ending Dec. 31, 2011, because the Company needs additional time to complete the report and its auditors need additional time to review the Company's financial statements for the period ending Dec. 31, 2011. About iVoice Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is focused on the development and licensing of its proprietary technologies. To date the Company has filed fifteen (15) patent applications with the United States Patent and Trademark Office for speech enabled applications that the Company has developed internally. Of the patent applications the Company has filed, four (4) patents have been awarded. The Company reported a net loss of $826,318 on $171,527 of sales for the nine months ended Sept. 30, 2011, compared with a net loss of $719,745 on $142,996 of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.36 million in total assets, $3.96 million in total liabilities, and a $2.60 million total stockholders' deficit. As reported by the TCR on April 25, 2011, Rosenberg Rich Baker Berman & Co, in Somerset, New Jersey, expressed substantial doubt about iVoice, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial accumulated deficits. JAMES DONNAN: SEC Wants Court to Deny Plan to Pay Creditors ----------------------------------------------------------- Curtis Johnson at herald-dispatch.com report that the U.S. Securities and Exchange Commission wants a federal bankruptcy judge to deny Jim Donnan's plan to pay his creditors, while providing its investigators more time to look into the financial dealings of the former football coach for Marshall University and University of Georgia. According to the report, the federal investigation pertains to Mr. Donnan's involvement in a troubled liquidations company, GLC Limited. It sought Chapter 11 bankruptcy protection last year. The report notes various parties have since argued GLC amounted to a Ponzi scheme, first created by Greg and Linda Crabtree and then maintained with Mr. Donnan's help through check writing and the soliciting of new investors. Attorneys for Mr. Donnan and the Crabtrees, who no longer are associated with GLC, deny those accusations. The report relates the SEC investigation comes as both GLC and several of its individual investors have filed claims against Mr. Donnan's personal estate. "The SEC staff anticipates that the SEC will file a substantial claim in this case based on potential remedies for alleged violations of the federal securities laws," according a March 13 court filing in central Georgia. "The amount sought for disgorgement of ill-gotten gains may likely exceed $13 million, and the claim may also include amounts for civil penalties and prejudgment interest." About James Donnan James "Jim" Donnan III is a former University of Georgia football coach and ex-ESPN college football analyst. Mr. Donnan and his wife, Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 11-31083) on July 1, 2011. The filing came after Mr. Donnan offered to pay back creditors roughly $5 million. The creditors wanted $8.25 million from the Donnans. About GLC Limited Proctorville, Ohio-based GLC Limited is a retail liquidation company in the wholesale/retail distribution industry. It offers large selections of name brand products in many categories. It distributes its goods through a network of wholesale distributors, retail chains and discount and surplus centers. It owns four warehouses for its goods which are located in Proctorville and Columbus, Ohio and Huntington, West Virginia. GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 11-11090) on Feb. 28, 2011. James R. Burritt, chief restructuring officer, signed the Chapter 11 petition. The Debtor disclosed $18,231,434 in assets and $28,095,356 in liabilities as of the Chapter 11 filing. Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown Todd LLC, serve as the Debtor's bankruptcy counsel. Leon C. Ebbert, PC, CPA, has been tapped as accountants. The Official Committee of Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped Morris, Manning & Martin, LLP, as counsel. JANAKI HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Janaki Hospitality, LLC 1005 South Beeline Highway Payson, AZ 85541 Bankruptcy Case No.: 12-06270 Chapter 11 Petition Date: March 27, 2012 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Mark J. Giunta, Esq. LAW OFFICE OF MARK J. GIUNTA 245 W. Roosevelt Street, Suite A Phoenix, AZ 85003 Tel: (602) 307-0837 Fax: (602) 307-0838 E-mail: markgiunta@giuntalaw.com Scheduled Assets: $753,062 Scheduled Liabilities: $1,634,066 The Company's list of its 17 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb12-06270.pdf The petition was signed by Madhusudan G. Bhakta, manager. JESCO CONSTRUCTION: Steve Olen Approved to Handle BP Litigation --------------------------------------------------------------- The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Jesco Construction Corp., to employ Steve Olen, Cunningham Bounds, LLC, as special counsel to represent the Debtor in litigation against BP. As reported in the Troubled Company Reporter on March 2, 2012, prepetition, Mr. Olen and the firm represented the Debtor in a certain oil spill litigation in which the Debtor has claims for damages against BP America Production Company, BP Exploration & Production and any other related BP entities. To the best of the Debtor's knowledge, Mr. Olen and the firm are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Jesco Construction Corp. Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a Delaware Corporation, specializes in disaster response and was part of the Hurricane Katrina cleanup. It filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012. Judge Katharine M. Samson presides over the case. Attorneys at the Law Offices of Craig M. Geno, PLLC, serve as counsel for the Debtor. In its schedules, the Debtor disclosed $100 million in assets and $14,662,901 in liabilities. K&MD, LLP: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: K&MD, LLP 5150 Cortez Road W Bradenton, FL 34210 Bankruptcy Case No.: 12-04463 Chapter 11 Petition Date: March 28, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Caryl E. Delano Debtor's Counsel: James D. Jackman, Esq. JAMES D. JACKMAN, P.A. 5008 Manatee Avenue W, Suite A Bradenton, FL 34209-3862 Tel: (941) 747-9191 Fax: (941) 747-1221 E-mail: jackmanesq@aol.com Scheduled Assets: $400,000 Scheduled Liabilities: $1,134,233 The petition was signed by Kevin J. Anderson, partner. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Bank Real Estate $1,134,233 Succ to Coast Bank of FL 1301 6th Avenue West, Suite 300 Bradenton, FL 34205 KRESCENT ENERGY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Krescent Energy Company, LLC 5005 Riverway Drive, Suite 550 Houston, TX 77056 Bankruptcy Case No.: 12-32376 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Philip G. Eisenberg, Esq. William Steven Bryant, Esq. LOCKE LORD LLP 600 Travis, Suite 3400 Houston, TX 77002 Tel: (713) 226-1304 Fax: (713) 229-2536 E-mail: peisenberg@lockelord.com hobankecf@locklord.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb12-32376.pdf The petition was signed by Michael Chris Burkard, president and CEO. LA JOLLA: Incurs $11.5 Million Net Loss in 2011 ----------------------------------------------- La Jolla Pharmaceuticals Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $11.54 million in 2011, compared with a net loss of $3.76 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $5.10 million in total assets, $15.52 million in total liabilities, all current, $5.13 million in Series C-1 redeemable convertible preferred stock, and a $15.55 million total stockholders' deficit. For 2011, BDO USA, LLP, in San Diego, California, expressed raise substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has an accumulated deficit of $439.6 million and a stockholders' deficit of $15.6 million as of Dec. 31, 2011, and has no current source of revenues. A copy of the Form 10-K is available for free at: http://is.gd/UhtmE8 About La Jolla Pharmaceutical San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. LAKE PLEASANT: Plan Confirmation Hearing Scheduled for April 17 --------------------------------------------------------------- The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona will convene a hearing on April 17, 2012, at 10:00 a.m., to consider the confirmation of Lake Pleasant Group, LLP and DLGC II, LLC's First Amended Joint Plan of Reorganization dated Feb. 27, 2012. The last day for filing written acceptances or rejections of the Plan, and written objections to confirmation of the Plan is five business days prior to the confirmation hearing. According to the Amended Disclosure Statement, the Plan provides that: 1. Allowed Secured Claim of Johnson Bank ($19,363,940): the Debtors have entered into the Sales Agreement with Pensus. Pursuant to the terms of the Sales Agreement, Pensus will pay the Debtors not less than $23,000,000, upon the closing of escrow, to purchase the Properties and associated rights. Escrow will be opened no later than the Effective Date. 2. Allowed Secured Claim of Zwillinger Greek Zwillinger & Knecht ($729 and $648, respectively): Commencing on the Effective Date, the Allowed Secured Claims of Zwillinger will be paid, through offset against the retainers, in 5 equal monthly installments. 3. Allowed Secured Claim of Hornick Contracting Co.: On the Effective Date, the Allowed Claims of Hornick will be satisfied in full through payment of $9,000, $2,500 of which will be attributed to the claim against Lake Pleasant, from the Net Proceeds derived from the sale of the Debtors' property. 4. Allowed Secured Claim of Maricopa County: On the Effective Date, the Allowed Secured Claims of the County will be paid in full from Net Proceeds derived from the sale of the Debtors' properties. 5. On the Effective Date, the Allowed Unsecured Claims will be paid in full from the Net Proceeds derived from the Sale of the Debtors' Properties. A full-text copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/LAKE_PLEASANT_ds_firstamended.pdf About Lake Pleasant Phoenix, Arizona-based Lake Pleasant Group, LLP, was formed for the purpose of purchasing and developing 244 acres of real property located near State Route 74 and Old Lake Pleasant Road in Peoria, Arizona. The partnership filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011. In its schedules, Lake Pleasant Group disclosed assets of $15,780,263 and liabilities of $10,301,552 as of the Petition Date. Affiliate DLGC II, LLC, simultaneously filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 11-10174). DLGC owns 210 acres of real property located near State Route 74 and Old Lake Pleasant Road in Peoria, Arizona. DLGC also owns interests in Lake Pleasant Water Company and Lake Pleasant Sewer Company. DLGC has valued these interests at $1,313,511 in its schedules. Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC, in Phoenix, Ariz., represent the Debtors as counsel. Earl Curley & Lagarde PC serves as special zoning counsel; and Morrill & Aronson, P.L.C. as special counsel for DLGC with respect to certain condemnation litigation brought by the Arizona Department of Transportation, which is pending in the Maricopa County Superior Court as case number CV2010-015022. LEED CORP: Files Third Amended Plan of Reorganization ----------------------------------------------------- The Leed Corporation submitted to the U.S. Bankruptcy Court for the District of Idaho a Third Amended Plan of Reorganization. The Third Amended Plan consists of four components of the Debtor's operation, namely (1) the landscaping operations; (2) the rental operations and real property sales; (3) the winding down of construction operations; and (4) the pending litigation. It is the Debtor's stated purpose under the Plan: * First, return the Debtor's primary business operations back to its landscaping business which has proven to be profitable over the years. * Second, to retain those rental properties that have a positive cash flow of the existing indebtedness as determined under Section 506 of the Bankruptcy Code or as stipulated to by the relevant secured creditors (including the real property in which interest has been waived for a limited time period), during the term of the Plan until the time as the Debtor determines the properties must be sold (or refinancing is obtained on more favorable terms) -- with the Net Sale Proceeds being distributed to the unsecured creditors upon closing of the sale on each property. * Third, constructions operations will be restricted to the completion of the Old School Project, which homes can be completed, in light of the settlement agreements proposed herein and related financing, and sold for a profit?which Net Sale Proceeds will be distributed to the unsecured creditors upon close of the sale of each home. * Last, this Plan provides that the Net Litigation Recovery, if any, will be distributed to unsecured creditors. The Plan further provides that with respect to all operations, except the landscaping operations, that the Debtor will continue to manage its affairs under the Plan subject to the oversight and input of the Official Committee of Unsecured Creditors for the duration of the Plan. A full-text copy of the Third Amended Plan is available for free at http://bankrupt.com/misc/LEED_CORPORATION_3rdamendedplan.pdf About The Leed Corporation Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green Cut Construction, Shoshone Developers, Desert Green Sprinklers & Landscaping, Green Cut Lawn Care, and Desert Green -- is a real estate developer, including new construction and land development, as well as landscaping and related care and maintenance of existing real estate in southern Idaho, primarily based out of Shoshone, Idaho. The Company filed for Chapter 11 protection (Bankr. D. Idaho Case No. 10-40743) on April 29, 2010. Robert J. Maynes, Esq., who has an office in Idaho Falls, Idaho, assists the Debtor in its restructuring effort. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts in its Chapter 11 petition. LYMAN LUMBER: Panel Gets Court OK to Hire Conway MacKenzie ---------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Lyman Lumber Company sought and obtained permission from the U.S. Bankruptcy Court to retain Conway MacKenzie, Inc. as its financial advisor. The firm's rates are: Personnel Rates --------- ----- Kevin Berry $395 Other professionals $350 Kevin A. Berry, Managing Director of Conway, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Lyman Lumber Lyman Lumber Company sells building supplies, such as framing beams, roofing materials, siding and drywall to residential builders. The 113-year old company and several affiliates sought Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on Aug. 4, 2011. Judge Dennis O'Brien presides over the cases. Lyman Lumber estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petition was signed by James E. Hurd, president and chief executive officer. The affiliates that filed for Chapter 11 are: Lyman Holding Company; Automated Building Components, Inc.; Building Material Wholesalers; Carpentry Contractors Corp.; Construction Mortgage Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin, Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville Lumber, Inc.; and Woodinville Construction Services LLC. Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L. Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson & Bryon, P.A., serve as bankruptcy counsel. BGA Management, LLC d/b/a Alliance Management, developed and executed a sale process and marketing strategy for the Debtors' assets. The Official Committee of Unsecured Creditors of Lyman Lumber Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel. Alliance Management is the financial and turnaround consultant. When they filed for bankruptcy, the Debtors had in hand a term sheet with SP Asset Management, LLC, a unit of Steel Partners Holdings L.P., to serve as stalking horse bidder for the assets of the Debtors. The cash portion of Steel Partners' offer was $22 million. New York City-based Steel Partners is a diversified holding company that owns and operates businesses in a variety of industries. The Steel Partners' deal did not include the Debtors' businesses located in Washington State as well as some other assets in Minnesota, Wisconsin, and North Carolina. The Debtors will bring separate motions to address the sale or other disposition of these assets. At an October 2011 auction, SP Asset Management and two other bidders lost to BlackEagle Partners. BlackEagle acquired the Debtors' Midwest operations, including its Chanhassen location, Automated Building Components, Carpentry Contractors Corp., and Lyman Lumber of Wisconsin. BlackEagle paid roughly $23 million. The transaction was effective Oct. 28, 2011. BlackEagle Partners -- http://www.blackeaglepartners.com/-- owns US LBM Holdings, a collection of eight building products distributors serving the Midwest, Northeast, and Mid-Atlantic in nine states with more than 40 locations. US LBM is one of the fastest growing suppliers of building products in the United States. LYONDELL CHEMICAL: Blavatnik Creditor Suit Stays in Bankr. Court ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a ruling last week by U.S. District Judge Denise Cote said Leonard Blavatnik and other former officers and directors of Lyondell Chemical Co. must continue defending themselves for the time being in U.S. Bankruptcy Court in Manhattan. When the lawsuit is ready for trial, the case will go to a federal district judge, according to the ruling. Mr. Rochelle recounts that directors and officers were sued by a creditors' trustee based on allegations they exaggerated earnings to carry out a merger that left the company undercapitalized and destined to fail. Last year, the defendants filed motions to dismiss the suit. Immediately after the motions were submitted for the bankruptcy judge to decide, the defendants filed a separate motion to remove the suit from bankruptcy court. According to the report, Judge Cote said it wasn't clear whether the motion to take the case out of bankruptcy court was so-called forum shopping or a sincere attempt at conserving judicial resources. Whatever the motivation, Judge Cote concluded that she would "benefit from exposure to the bankruptcy court's knowledge and expertise when it rules on the outstanding" motions to dismiss. Judge Cote agreed with the directors and officers that most of the claims in the suit are ones where the bankruptcy judge doesn't have power under the U.S. Constitution to make final rulings. She told the defendants they can have the suit removed from bankruptcy court when it's ready for trial. The lawsuit includes claims for fraudulent transfers, breach of fiduciary duty, mismanagement, preference, and illegal dividends. The creditors' trustee also has a lawsuit pending in bankruptcy court against hundreds of former shareholders to recover the money they received in the leveraged buyout that preceded bankruptcy. Hundreds of defendants filed motions to dismiss. The parties are awaiting a decision from the judge. The opinion from district court is Weisfelner v. Blavatnik (In re Lyondell Chemical Co.), 11-8251, U.S. District Court, Southern District New York (Manhattan). The lawsuit in bankruptcy court is Weisfelner v. Blavatnik (In re Lyondell Chemical Co.), 09-01375, U.S. Bankruptcy Court, Southern District New York (Manhattan). MAGUIRE GROUP: Court Will Convene Another Plan Outline Hearing -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, according to the case docket, will convene another hearing to consider adequacy of the Disclosure Statement explaining Maguire Group Holdings, Inc., et al.'s proposed Plan of Reorganization dated Jan. 27, 2012. The U.S. Trustee for Region 21 asked that the Court deny approval of the Disclosure Statement, absence the amendments to deal with the objections. The U.S. Trustee also asked that the Court convert the case to Chapter 7. According to the U.S. Trustee: I. There is improper classification of substantially similar claims pursuant Section 1122 of the Bankruptcy Code. II. The Debtors fail to comply with Section 1129 (a)(1), (3) and (10) of the Bankruptcy Code. III. The Plan is not confirmable under Section 1129(b) of the Bankruptcy Code due to unfair discrimination. As reported in the Troubled Company Reporter on March 7, 2012, according to the Disclosure Statement, based on the Debtors' views as to the value of their estates and their projected cash flows, the Debtors concluded that they would be unable to pay the total of either of the known and potential litigation-related unsecured claims or unsecured claims arising from the 2009 Transaction and subsequent related transactions. On the other hand, given the fundamental importance of the sub-consultants in Class 4 of the Plan (General Unsecured Claims Necessary for the Continued Operation of the Reorganized Debtors) to the Debtors' future, the Debtors believe that it is absolutely necessary to pay the allowed claims of the Class 4 sub-consultants in full over a brief period of time. Accordingly, the Debtors' restructuring efforts focused on creating a stand-alone Chapter 11 plan that would provide (i) the sub-consultant appearing in Class 4 of the Plan a distribution totaling 100% of their allowed claims, to be paid over nine months from the Effective Date; and (ii) a distribution to the holders of allowed remaining unsecured claims not necessary for the Debtors' reorganization that have been placed in in Class 5 of the Plan, including the holders of known and potential litigation-related unsecured claims and other unsecured claims arising from the 2009 Transaction and subsequent related transactions, equal to a pro rata share of cash from a "pot plan" distribution. The Plan contemplates that the combination of a necessary and substantial contribution by Carlos Duart (in the amount of $350,000), along with the Debtors' cash on hand, together with the cash flow from the Debtors' future operations and a guaranty of payment to be provided by Carlos Duart with respect to the payment of all allowed claims under the Plan, will be sufficient and used to (i) pay all unclassified claims, including Allowed Administrative Expense Claims (including Professional Claims), Priority Tax Claims and Statutory Fees; (ii) fund the Disputed Claims Reserve; and (iii) make distributions to the holders of allowed claims in each of the classes that will (or could) receive distributions under the Plan, including Class 1, Class 3. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MAGUIRE_GROUP_ds.pdf About Maguire Group Holdings Maguire Group Holdings, Inc., along with affiliates, sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on Oct. 24, 2011. Attorneys at Berger Singerman, P.A. now known as Berger Singerman LLP, is bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Berkowitz Dick Pollack & Brant serves as their financial advisors. Rasky Baerlein Strategic Communications, Inc., is the communications consultant. Maguire Group Inc. disclosed $6,526,196 in assets and $46,760,759 in liabilities. The United States Trustee said until further notice, it will not appoint an official committee under 11 U.S.C. Sec. 1102 in the bankruptcy case of Maguire Group. MARTIN MIDSTREAM: Moody's Issues Summary Credit Opinion ------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Martin Midstream Partners L.P. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Martin Midstream Partners L.P. Moody's current ratings on Martin Midstream Partners L.P. are: Long Term Corporate Family Ratings (domestic currency) Rating of B1 Speculative Grade Liquidity Rating of SGL-3 Probability of Default Rating of B1 BACKED Senior Unsecured (domestic currency) Rating of B3 LGD BACKED Senior Unsecured (domestic currency) Assessment of 84 - LGD5 RATINGS RATIONALE Martin Midstream Partners L.P.'s B1 Corporate Family Rating reflects the company's relatively small size and scale; concentrated operations in the US Gulf Coast; exposure to volume and price risk, particularly in its gathering and processing business, NGL distribution business and in parts of its sulfur business; and the inherent risks in the MLP business model. The B1 rating also considers the company's diversified business profile; niche market positions; high level of fee-based cash flows and the benefit from minimum volume commitments in its terminalling business; its supportive GP; relatively conservative financial leverage profile and seasoned management team. The stable outlook assumes that the company will maintain relatively conservative financial leverage, with material acquisitions financed with a meaningful equity component. While a positive rating action is unlikely over the near-term, MMLP's ratings could improve through a material increase in size and scale with a similar business risk profile, combined with a debt to EBITDA ratio under 4.0x, as adjusted by Moody's. Growth into higher risk businesses, increased leverage (debt/EBITDA greater than 4.5x) or poor operating performance could negatively impact MMLP's ratings. Credit deterioration at MRMC could also negatively impact MMLP's ratings. The principal methodology used in rating Martin Midstream Partners L.P. was the Global Midstream Energy 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. MAYPORT WHOLESLE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mayport Wholesle Seafood Inc. dba Ocean Gallery Seafood P.O. Box 458 Green Cove Springs, FL 32043 Bankruptcy Case No.: 12-02036 Chapter 11 Petition Date: March 28, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: Bryan K. Mickler, Esq. LAW OFFICES OF MICKLER & MICKLER 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 E-mail: court@planlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-02036.pdf The petition was signed by Bonita Dasher, president. METEX DEMOLITION: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Metex Demolition LLC 2034 Progressive Drive Dallas, TX 75212 Bankruptcy Case No.: 12-31963 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Ln., Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Suleman Sohani, manager/CEO. MGM RESORTS: Has $1 Billion Underwriting Pact with Merrill Lynch ---------------------------------------------------------------- MGM Resorts International, on March 15, 2012, entered into an underwriting agreement among the Company, the guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters. Pursuant to the Underwriting Agreement and subject to the terms and conditions, the Company agreed to sell $1.0 billion in aggregate principal amount of 7.75% senior notes due 2022 to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Notes are fully and unconditionally guaranteed by each of the Guarantors. A copy of the Underwriting Agreement is available for free at: http://is.gd/swKvOC About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company reported net income of $3.23 billion in 2011 and a net loss of $1.43 billion in 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.76 billion in total assets, $17.88 billion in total liabilities and $9.88 billion in total stockholders' equity. Bankruptcy Warning Any default under the senior credit facility or the indentures governing the Company's other debt could adversely affect its growth, its financial condition, its results of operations and its ability to make payments on its debt, and could force the Company to seek protection under the bankruptcy laws. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. "The rating upgrade reflects MGM's solid performance thus far in 2011, and our expectation that MGM will continue benefitting from improving performance trends on the Las Vegas Strip, particularly on the lodging side of the business," said Standard & Poor's credit analyst Ben Bubeck. "MGM maintains weak credit measures, including operating lease-adjusted debt to wholly owned EBITDA of over 11x and EBITDA coverage of interest of just 1.0x. Still, we believe recent strong performance trends are reducing refinancing risk in the company's intermediate- term debt maturities, and expect credit measures to continue to gradually improve modestly in 2012." In the Nov. 21, 2011, edition of the TCR, Moody's Investors Service upgraded MGM Resorts International's Corporate Family and Probability of Default ratings to B2, its senior secured rating to Ba2, and its senior unsecured notes to B3. MGM has an SGL-3 Speculative Grade. The B2 rating reflects Moody's view that continued earnings improvement at MGM's 51% owned Macau joint venture increases the likelihood of a dividend distribution that would help improve the company's liquidity profile. The B2 Corporate Family Rating also reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 and will help improve MGM's leverage and coverage metrics modestly. MONEY TREE: Creditors' Panel Wants Chapter 11 Trustee ----------------------------------------------------- The official committee of unsecured creditors for The Money Tree, Inc., and The Money Tree of Georgia, Inc., ask the Bankruptcy Court to appoint a chapter 11 trustee. According to the Committees, to date, despite having been in bankruptcy for over two months, the Debtors have articulated no discernible strategy for reorganizing or liquidating their assets. Moreover, neither the Debtors, nor the advisors, have any semblance of control or knowledge if their financial condition. To the contrary, the Debtors have used their lengthening stay in bankruptcy to liquidate their assets and pay insiders the proceeds, while seeking a vague investment from a third party to reorganize. Prior to the bankruptcy filing, the Debtors accumulated liabilities, primarily from the sale of debentures to individuals, in excess of $92 million. The Committees said many, if not the large majority of these individual creditors are retired and previously relied on the interest income from the debentures to pay their living expenses. The Debtors have acknowledged making misstatements in their 10-Q and 10-K public filings with the Securities and Exchange Commission, which misstatements grossly inflated the value of the Debtors' assets. These public filings contained financial information that the Debtors' individual creditors relied on when making investment decisions. The Committees are still investigating the Debtors' financial affairs but there is a distinct possibility that the Debtors have been funding their operations over the last 10 years primarily from the sale of debentures rather than through earnings from loans to consumers. The Committees have sought discovery on an informal basis from the Debtors. Despite the Committees' request, the Debtors have not permitted the Committees' financial advisors to review the Debtors' records, but have instead insisted upon having all communications go through counsel. This has severely hampered the Committees ability to obtain information regarding the Debtors' operations and financial affairs. About Money Tree Bainbridge, Georgia-based The Money Tree Inc. -- http://www.moneytreeinc.com/-- operates a network of lending branches across the Southeast, concentrated in Georgia, Florida and Alabama. The Company and four affiliates filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on Dec. 16, 2011. The other debtor-affiliates are Small Loans, Inc., The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc., and The Money Tree of Georgia of Georgia Inc. Judge William R. Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr. Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow, P.C., serves as the Debtors' counsel. The Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as restructuring advisors. Money Tree's consolidated balance sheet reported $34,859,189 in assets, $92,655,010 in liabilities, and $57,795,821 in total stockholders' deficit. The petitions were signed by Biladley D. Bellville, president. The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is not a party to the bankruptcy filing and intends to operate its business in the ordinary course. MONTANA ELECTRIC: Trustee's Lawyer Confident of Turnaround Plan --------------------------------------------------------------- Richard Ecke, writing for greatfallstribune.com reports that Denver attorney John C. Parks, Esq., who works for Southern Montana Electric's Chapter 11 trustee, Lee Freeman, has expressed confidence a reorganization plan can be formulated for the benefit of creditors and that will give Southern Montana's members and individual customers reasonable power rates. According to the report, Mr. Freeman is working to develop a plan that would keep the member power contracts in place while safeguarding the value of creditors' interests in the Southern Montana co-op. The report notes Mr. Parks pointed out Mr. Freeman is obligated under federal bankruptcy law "to provide more value to creditors" than they would receive if Southern Montana were dissolved. The report recounts Great Falls City Commissioner Bob Jones, who represents the city's Electric City Power arm on the Southern Montana Electric board, and Dave Kelsey, Yellowstone Valley Electric's officer on the Southern Montana board, think SME could be dissolved through Chapter 7 of the bankruptcy code. In the alternative, they want to be allowed to leave the co-op. Both Yellowstone Valley and the city of Great Falls sued in state court to be released from their contracts with Southern Montana, but those state cases have been stayed while the federal bankruptcy case proceeds. The report says the six-member Southern Montana board is split over such issues. According to the report, five months into the bankruptcy case, chances appear slim that Southern Montana would be dissolved through Chapter 7. According to the report, Mr. Parks said it's not surprising some officials from Great Falls and Yellowstone Valley would favor dissolution of the co-op. Mr. Parks acknowledged that would be "an easy way out" for Southern Montana members who want to leave, but he said it was "completely self-serving" for officials to push that option. The report notes it's not even a majority yet on the Southern Montana board in favor of a Chapter 7 move. The Beartooth Electric co-op at a recent annual meeting sided with Great Falls and Yellowstone Valley in saying it would vote no on all issues at the meeting. The report adds three cooperatives continue to support a continuation of Southern Montana, including the Tongue River co-op in southeastern Montana. The report relates State Public Service Commission Chairman Travis Kavulla said he is surprised three co-ops still support reorganization. He said Southern Montana members would have more clout with the court if they were united. In any case, even if all of Southern Montana's members suddenly favored dissolution, a Chapter 7 move might be very harmful to creditors led by Prudential entities, which provided the biggest power plant loan of $75 million to Southern Montana. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, served as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. Also in December, Lee A. Freeman was appointed as Chapter 11 trustee. The co-op agreed to a request for appointment of a Chapter 11 trustee. Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and Waller & Womack, P.C., as local counsel. In January 2012, members and creditors of SME succeeded in unseating the coop's attorney, Jon Doak. He reached an agreement with the Chapter 11 trustee to withdraw his application to serve as SME's bankruptcy lawyer. The United States Trustee for Region 18 appointed an Official Committee of Unsecured Creditors in the case. The Committee is represented by Harold Dye and Dye & Moe, PLLP. MUNSON BUILDERS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Munson Builders, Inc. 116 Fiske Street Fairfield, CT 06825 Bankruptcy Case No.: 12-50567 Chapter 11 Petition Date: March 27, 2012 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: James G. Verrillo, Esq. ZEISLER AND ZEISLER, P.C. 558 Clinton Avenue P.O. Box 3186 Bridgeport, CT 06605 Tel: (203) 368-4234 Fax: (203) 367-9678 E-mail: jverrillo@zeislaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ctb12-50567.pdf The petition was signed by Calvin F. Munson, president. MUSCLEPHARM CORP: Authorized Common Shares Hiked to 2.5 Billion --------------------------------------------------------------- MusclePharm Corporation filed an amendment to the Company's articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company's authorized common stock from 1 billion shares of common stock, par value $0.001 per share, to 2.5 billion shares of common stock, par value $0.001 per share. In January 2012, the Company instituted a convertible debt retirement program, pursuant to which the Company initiated a buy- back all of its outstanding convertible promissory notes. Under the Program, the Company has used cash flow from operations and mezzanine financing to retire the Notes. As of March 29, 2012, the Company has retired an aggregate of $5,523,327 of derivative debt, with (i) $3,045,577 in cash and (ii) 55,000,000 shares of the Company's common stock. Over the past ninety days the Company has reduced its derivative debt and related derivative liability exposure on the balance sheet by $5,523,327. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100% free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about MusclePharm's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss of $19.6 million and net cash used in operations of $3.8 million for the the year ended Dec. 31, 2010; and a working capital deficit and stockholders' deficit of $2.8 million and $1.7 million, respectively, at Dec. 31, 2010. The Company also reported a net loss of $12.33 million on $13.07 million of sales for the nine months ended Sept. 30, 2011, compared with a net loss of $8.67 million on $3.13 million of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $5.71 million in total assets, $10.86 million in total liabilities, and a $5.14 million total stockholders' deficit. NAUTICA LAKES: Has Until April 13 to Respond to Case Dismissal Bid ------------------------------------------------------------------ Bankruptcy Judge Robert A. Gordon signed off on a stipulation and consent order between Nautica Lakes, Inc., and creditor D.S.C. of Newark Enterprises, Inc., giving the Debtor through and including April 13, 2012, to file an opposition or other response to the request of D.S.C. of Newark Enterprises to dismiss the Chapter 11 case. A copy of the Stipulation and Consent Order dated March 30, 2012, is available at http://is.gd/6QJBi2from Leagle.com. Stephen B. Gerald, Esq., and Alan C. Lazerow, Esq. -- sgerald@wtplaw.com and alazerow@wtplaw.com -- at Whiteford Taylor Preston, LLP in Baltimore, argue for D.S.C. of Newark Enterprises, Inc. Nautica Lakes, Inc., based in Columbia, Maryland, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 12-11820) on Feb. 2, 2012, estimating $1 million to $10 million in assets and debts. The petition was signed by Bethany H. Hooper, senior vice president and treasurer. Alan M. Grochal, Esq., at Tydings & Rosenberg LLP, in Baltimore, represents the Debtor. NEIMAN MARCUS: Moody's Says Special Dividend No Impact on B2 CFR ---------------------------------------------------------------- Moody's Investors Service on March 30 stated that Neiman Marcus Group, Inc.'s announcement that it was paying a special dividend of $442.6 million has no immediate impact on either the B2 Corporate Family Rating , Speculative Grade Liquidity rating of SGL-1, or the stable outlook. The principal methodology used in rating Neiman Marcus Group, Inc. was the Global Retail Industry Methodology published in June 2011. Neiman Marcus Group Inc., headquartered in Dallas, TX, operates 41 Neiman Marcus stores, 2 Bergdorf Goodman stores, 6 CUSP stores, 30 clearance centers, and a direct business. Total revenues are about $4.2 billion. NEW HOPE: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: New Hope Hospitality, LLC dba Hampton Inn & Suites 8000 Warren Pkwy., #206 Frisco, TX 75034 Bankruptcy Case No.: 12-31959 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Arthur I. Ungerman, Esq. One Glen Lakes Tower 8140 Walnut Hill Ln., No. 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.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 Jagmohan Dhillon, managing member. NOBLEHOUSE TECHNOLOGIES: Case Summary & Creditors List ------------------------------------------------------ Debtor: NobleHouse Technologies, Inc. 4 Airline Drive Albany, NY 12205 Bankruptcy Case No.: 12-10797 Chapter 11 Petition Date: March 28, 2012 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Judge: Robert E. Littlefield, Jr. Debtor's Counsel: Richard L. Weisz, Esq. HODGSON RUSS LLP 677 Broadway Albany, NY 12207 Tel: (518) 465-2333 E-mail: Rweisz@hodgsonruss.com Scheduled Assets: $937,693 Scheduled Liabilities: $8,362,163 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nynb12-10797.pdf The petition was signed by Harold M. Armstrong, Jr., vice president. OMNICARE INC: Moody's Rates $390MM Sr. Subordinated Notes 'Ba3' --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Omnicare, Inc.'s new $390 million of senior subordinated convertible notes that were offered as part of an exchange offer for $257 million of its existing 3.75% senior subordinated convertible notes due 2025. All other ratings for Omnicare remain unchanged. "Although this exchange offer adds some incremental debt to Omnicare's balance sheet, deleveraging is still expected to occur, albeit a bit more slowly than previously expected," said Diana Lee, a Moody's Senior Credit Officer. Moody's views this as a shareholder friendly transaction, as existing notes were exchanged for new notes at current market values, resulting in about $130 million of incremental debt. The interest rate is unchanged at 3.75%. Changes in terms include extension of maturities to 2042, establishment of a new strike price and cash flow benefits over the life of the bonds. Rating assigned: Omnicare, Inc. New Convertible Senior Subordinated Notes (due 2042) at Ba3, LGD4, 53% Ratings unchanged/LGD assessments revised: Omnicare, Inc. Corporate Family Rating at Ba3 Probability of Default Rating at Ba3 Unsecured Term Loan A at Baa3, LGD2, 14% Unsecured Revolver at Baa3, LGD2, 14% Existing Convertible Senior Subordinated Notes (due 2025) at Ba3, LGD4, 53% Convertible Senior Notes at B2, LGD5, 85% Subordinate Shelf Rating of (P)Ba3 Omnicare Capital Trust I Backed PIERS Trust Preferreds at B2, LGD6, 94% Omnicare Capital Trust II Backed PIERS Trust Preferreds at B2, LGD6, 94% RATINGS RATIONALE Omnicare's Ba3 CFR reflects its leading position in the long term care pharmacy space but also moderately high leverage. Because of uncertainty associated with the reimbursement environment for long-term care pharmacy operators, the ratings assume that Omnicare will continue to deleverage. The Federal Trade Commission's (FTC's) filing of an administrative complaint against Omnicare, blocking its bid for PharMerica, and Omnicare's subsequent decision to drop its bid lessens the likelihood that the company will take on incremental debt in the near term. In recent quarters, the company has demonstrated better bed retention rates, easing concerns regarding competitive pressures. Although Moody's believes that cuts to nursing home rates will affect pricing, these and other reimbursement changes (including AMP rates and MACs for generic drugs) should be offset by increased profits from generic drug conversions, organic bed growth and an expanding specialty care business. The stable outlook reflects Moody's belief that Omnicare will not engage in large debt-financed transactions, post-PharMerica, and that operating improvements will offset negative effects of reimbursement changes, resulting in solid cash flow generation. Over the outlook period, retained cash flow to debt is expected to remain in the 12-14% range and the company is expected to deleverage such that debt/EBITDA approaches 3.75 times. For fiscal year 2011, debt/EBITDA was about 4.1 times, down from 4.3 times at year end 2010. The ratings could be downgraded if there are material negative reimbursement changes or if the company engages in large debt financed acquisitions. Retained cash flow to debt that is below the low-to-mid teens level or debt/EBITDA sustained above 3.75 times could support a downgrade. The ratings could be upgraded if Omnicare is able to demonstrate a conservative approach to growth, sustained bed retention rates, better profitability and greater diversification beyond long term care pharmacy services. Retained cash flow to debt approaching 20% and debt/EBITDA sustained below 2.5 times could help support an upgrade. The principal methodology used in this rating was Global Distribution and Supply Chain Services published in November 2011. Omnicare, Inc. (OCR), headquartered in Covington, Kentucky, is the leading provider of institutional pharmacy services to the long term care sector. PACIFIC MONARCH: Wants to Amend APA to Include Two Real Properties ------------------------------------------------------------------ Pacific Monarch Resorts, Inc., et al., ask the U.S. Bankruptcy Court for the Central District of California to approve the amendment to DPM Acquisition, LLC Asset Purchase Agreement. The Debtors relate that the amendment modifies Disclosure Schedule 11.14(a) to include: (i) an undivided, fractional interest in real property owned by PMR in Las Vegas, Nevada, commonly referred to as the Cancun Resort; and (ii) a single condominium unit owned by PMR constituting unit A325 in the Cedar Breaks Lodge & Spa, Brian Head, Utah. The Debtors note that these parcels of property were always intended to be acquired by DPM and to represent part of the consideration to DPM under the DPM APA. By adding the legal descriptions of the two interests in real property, the proposed Amendment merely clarifies that the Additional Parcels will be transferred to DPM upon the closing of the contemplated sale. The Debtor state that on Jan. 13, 2012, the Court approved the sale of the Debtors' assets under the terms of the DPM APA. DPM constituted the "stalking-horse bid" for the sale. The Debtors set an April 5, 2012, hearing at 10:00 a.m. on their proposed sale of assets. About Pacific Monarch Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PDC Energy: Moody's Issues Summary Credit Opinion ------------------------------------------------- Moody's Investors Service issued a summary credit opinion on PDC Energy and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for PDC Energy. Moody's current ratings on PDC Energy are: Long Term Corporate Family Ratings (domestic currency) Rating of B2 Probability of Default Rating of B2 Senior Unsecured (domestic currency) Rating of B3 Speculative Grade Liquidity Rating of SGL-3 LGD Senior Unsecured (domestic currency) Assessment of 75 - LGD5 RATINGS RATIONALE The B2 CFR reflects PDC Energy's small scale and concentration in the Rocky Mountain Region, offset by low finding and development (F&D) costs, a large and well diversified drilling inventory, considerable flexibility with the size of its capital expenditure program, and significant liquids production. While the company's rapid expansion into several newer plays will likely increase scale, diversification, and liquids production, PDC's short track record in these newer plays increases its business risk profile and significant debt funding of negative free cash flow could lead to rising leverage on production and reserves. The outlook is stable. Moody's would consider an upgrade if average daily production were to increase to 40 mboe/d with debt / average daily production sustained below $20,000 / boe, assuming returns and business risk profile do not deteriorate as a result of expansion into areas where the company has a shorter track record. Moody's could downgrade the company if debt to average daily production were to increase to $30,000 / boe or if PDC's returns and/or business risk profile were to deteriorate due to poor performance while expanding into areas where the company has a shorter track record. The principal methodology used in rating PDC Energy 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. PEORIA COMMERCE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Peoria Commerce Developers, LLC 1226 N. Tamiami Trail, Suite 301 Sarasota, FL 34236 Bankruptcy Case No.: 12-06612 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Richard Drake, Esq. BARSKI DRAKE, PLC 14500 N Northsight Boulevard, Suite 200 Scottsdale, AZ 85260 Tel: (602) 441-4700 Fax: (602) 680-4305 E-mail: rdrake@bdlawyers.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 Jane Thompson, authorized representative. PETROQUEST ENERGY: Moody's Issues Summary Credit Opinion -------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on PetroQuest Energy, Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for PetroQuest Energy, Inc. Moody's current ratings on PetroQuest Energy, Inc are: Long Term Corporate Family Ratings (domestic currency) Rating of B3 Senior Unsecured (domestic currency) Rating of Caa1 Speculative Grade Liquidity Rating of SGL-2 LGD Senior Unsecured (domestic currency) Assessment of 69 - LGD4 Probability of Default Rating of B3 BACKED Senior Unsecured Shelf (domestic currency) Rating of (P)Caa1 BACKED Subordinate Shelf (domestic currency) Rating of (P)Caa2 BACKED Preferred Shelf (domestic currency) Rating of (P)Caa3 BACKED Preferred shelf -- PS2 (domestic currency) Rating of (P)Caa3 RATINGS RATIONALE PetroQuest's B3 Corporate Family Rating reflects the company's small scale in terms of total proven developed reserves and production, which continues to have material concentrations in the Gulf Coast and GOM shelf. However, the B3 rating recognizes the company's track record over the last several years to diversify its portfolio mix away from the very short lived Gulf coast basin and the GOM shelf into longer lived properties. Nevertheless, PetroQuest's efforts to diversify its portfolio have resulted in an increased focus on unconventional resource plays, which tend to be capital intensive and commodity price sensitive. The stable rating outlook assumes the company will limit material increases in financial leverage, as measured on a debt/PD reserve basis, successfully replace reserves at reasonable costs for the B3 rating, and prudently manage its capital spending program given lower natural gas prices. While unlikely over the near-term, positive rating action over the medium term would likely be a function of increased scale, including a track record of consistent production and reserve growth (with reserve additions balanced between PDs and PUDs) at competitive costs. Acquisitions funded with sufficient equity that add scale and durability to the existing property base without materially pressuring leverage on the PD reserve base could also be positive for the ratings. The ratings or outlook could be pressured if the company experiences weakness in its liquidity profile, sequential quarterly production trends were to materially decline, capital productivity deteriorates, or leverage on PD reserves materially increases. The principal methodology used in rating PetroQuest Energy, Inc 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. PHEONIX LLC: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pheonix, LLC. 15461 National Avenue Los Gatos, CA 95032 Bankruptcy Case No.: 12-52429 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Pro Se Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb12-52429.pdf The petition was signed by Sam Ruiz, manager. PHYSIOTHERAPY ASSOCIATES: Moody's Assigns B2 CFR; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service assigned B2 Corporate Family and Probability of Default Ratings to Physiotherapy Associates Holdings, Inc. (Physiotherapy). Moody's also assigned a Ba2 (LGD 2, 11%) rating to the company's proposed senior secured credit facility and a B3 (LGD 4, 67%) to a proposed offering of senior unsecured notes. Moody's understands that the proceeds of the offerings, along with an equity contribution from Court Square Capital Partners and members of management, would be used to finance the acquisition of Physiotherapy and refinance its existing debt. The outlook for the ratings is stable. The following ratings have been assigned: $25 million senior secured revolving credit facility, Ba2 (LGD 2, 11%) $100 million senior secured term loan, Ba2 (LGD 2, 11%) $210 million senior unsecured notes, B3 (LGD 4, 67%) Corporate Family Rating, B2 Probability of Default Rating, B2 RATINGS RATIONALE The B2 Corporate Family Rating reflects Moody's expectation that the company will operate with a significant debt load following the leveraged buyout. Challenges in growing revenue and modest free cash flow are likely to persist in the near term. Further, Moody's considered the competitive operating environment and relatively low barriers to entry. However, the rating is supported by the company's strong presence, in a fragmented market, geographic diversification and favorable payor mix. The stable outlook reflects Moody's expectation that the company will see modest earnings growth despite challenges in growing volumes and lower price growth. Moody's expects that the company will continue to supplement organic growth with de novo projects and acquisitions but will be disciplined in the use of incremental debt. Given the company's small size and Moody's expectation of a modest absolute amount of free cash flow, Moody's would like to see the company's metrics strongly positioned at levels usually expected of higher rated companies prior to a rating upgrade. If Moody's gains comfort that some of the challenges around top-line and cash flow growth are abating and leverage was expected to be sustained below 4.5 times and retained cash flow to net debt approached 15%, the ratings could be upgraded. Moody's could downgrade the rating if the company increases leverage or if cash flow weakens such that free cash flow is expected to be negative. This could be the result of volume declines or prolonged working capital and bad debt issues stemming from earlier billing and collection issues. The principal methodology used in rating Physiotherapy Associates Holdings, Inc was the Global Healthcare Service Providers 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. Physiotherapy Associates Holdings, Inc. provides outpatient physical therapy services, such as general orthopedics, spinal care and neurological rehabilitation. The company also provides orthotics and prosthetics services. The company generated $356 million in revenue in the year ended December 31, 2011 before considering the provision for doubtful accounts. PINNACLE AIRLINES: Asks Court to Approve $74MM Loan From Delta -------------------------------------------------------------- Pinnacle Airlines Corp. and its debtor-affiliates seek Bankruptcy Court permission to obtain post-petition financing from Delta Air Lines, Inc., their largest customer. Delta -- and other lender institutions selected by Delta -- committed to provide up to an aggregate principal amount of $74,285,000 under a Super-Priority Debtor In Possession Credit Agreement. The DIP Facility provides for $30 million in new money to Pinnacle and the roll up of $44,285,046 in pre-bankruptcy debts owed by Pinnacle to Delta. The DIP Facility may be converted to a five-year exit financing facility if the Debtors obtain confirmation of a chapter 11 plan and achieve other specified conditions. The Debtors need money to fund working capital for, and for other general corporate purposes of, the Debtors, including the payment of expenses of administration in the Chapter 11 cases; repay in full amounts outstanding under a promissory note, and pay fees and expenses, including reasonable attorneys' fees and expenses due and payable under the DIP Financing Documents. The Debtors said that as of the bankruptcy filing date, they have roughly $45 million in available cash. Their projections show that, by the end of June 2012, they will have less than $5 million in available funds remaining if they did not receive the Delta DIP loan and Delta were authorized to exercise their set-of rights, which the Debtors believe is insufficient to operate their business in the ordinary course. The Debtors also said they found no other viable alternative financing and engaged in extensive negotiations with Delta over the terms of the comprehensive agreement. The Debtors also propose to grant adequate protection to Delta, in its capacity as pre-petition Promissory Note Lender, in respect of its interests in the collateral that secures obligations under the Promissory Note if, and to the extent that, the Promissory Note remains unpaid. The Debtors also propose to allow Delta a general unsecured claim for Delta's damages as a result of the modifications to a 2007 CRJ-900 Agreement. Pinnacle Holdings, Pinnacle Airlines and Mesaba Aviation Inc., as borrowers, and Delta, as lender, are parties to a Promissory Note, dated as of July 1, 2010. The Promissory Note bears interest at a rate of 12.5% per annum and matures on July 15, 2015. It is secured by certain flight simulator equipment used in operating Mesaba, capital stock of Mesaba, books records and other documents and any intangibles, and proceeds. The Debtors said the costs of the DIP Facility financing are reasonable. The DIP Facility has the same 12.5% interest rate as the Debtors' pre-petition secured promissory note with Delta and Delta will not receive any fees for lending the Debtors an additional $30 million. The Debtors also seek permission to assume amended operating agreements with Delta, their largest customer, which agreements resolve various disputes between the parties and will form the underpinnings of a viable long-term business plan. As part of the overall agreement, pre-petition, Delta and the Debtors entered into amendments to all three of the Delta Connection Agreements. The amendments allow the Debtors to exit the 2007 CRJ-900 Agreement, which is unprofitable for the Debtors, and provide for an orderly wind-down of the CRJ-900 flying under such agreement. The two remaining Delta Connection Agreements are the cornerstone of the Debtors' reorganized business plan and will account for nearly 100% of the Debtors' projected future flying and revenues. Pre-bankruptcy, the Debtors and Delta resolved all outstanding disputes under the Delta Connection Agreements through a mutual set-off of various disputed claims between the parties. The settlement took into account the costs and delays associated with such litigation and the merits of each party's position regarding various contractual disputes between the parties under the Delta Connection Agreements. The DIP Facility matures on the earliest of: (i) one year from the Petition Date, (ii) the substantial consummation of a sale of substantially all of the assets of any Obligor, (iii) the effective date of any Chapter 11 plan of reorganization of any Obligor, and (iv) the acceleration of the loans or termination of the Commitment under the DIP Facility, including, without limitation, as a result of the occurrence of an Event of Default. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. PINNACLE AIRLINES: Delta Requires Plan Confirmation in 9.5 Months ----------------------------------------------------------------- Pinnacle Airlines Corp. said in a court filing it intends to use the Chapter 11 process to continue implementing a comprehensive turnaround plan aimed at addressing its operational and financial challenges in a rapidly evolving regional airline industry. John Spanjers, executive vice president and chief operating officer, said in a court filing that the basic components of the Debtors' in-court business plan are: A. United Wind-Down The Debtors have reached an agreement with United Airlines and Export Development Canada (which is owed $690 million on long term notes secured by Q400 and CRJ-900 aircraft) to wind-down their United Q400 and Saab 340 flying and ground operations by the end of 2012. To address the losses that were being incurred by the Debtors under its capacity purchase agreement with United, United has agreed to increase the rates paid to the Debtors thereunder and to pay EDC directly for the Debtors' continued use of certain Q400 aircraft during the wind-down period. Aircraft flown pursuant to these agreements with United, consisting of leased and owned Q400s and Saab 340s, will gradually be decommissioned through November 2012, with the completion of the wind-down for the Saab 340 aircraft expected to be completed in July. As the Q400 aircraft are removed from service, they will be abandoned to EDC, in exchange for EDC's waiving any administrative claims and limiting its deficiency claim on account of the Q400 aircraft and United's providing certain cash and other consideration. B. EAS 45. The Debtors are still parties to certain "essential air service" agreements with the U.S. Department of Transportation, covering a small number of Saab 340 aircraft flown for US Airways and United. The Debtors intend to terminate this flying by July 2012. C. Delta Delta Air Lines has committed to provide the Debtors with DIP financing in the amount of $74,285,000 for one year, at an annual interest rate of 12.5%. There are no fees payable to Delta in connection with the DIP financing, although the Debtors are obligated to pay the fees and expenses of Delta's attorneys and financial advisers. The DIP contains a number of milestones, including delivery of an acceptable long-term business plan and achievement of certain cost savings through negotiated settlements with the Debtors' labor unions or a Section 1113 proceedings. Upon satisfaction of certain specified conditions, Delta has agreed to convert the DIP financing into a 5-year exit financing facility. The DIP financing is part of an overall package agreed to by the parties, which includes the resolution of all outstanding disputes under the parties' existing CPAs through a setoff, as well as certain modifications of those CPAs. Among the modifications made to the CPAs, Delta and the Debtors agreed to an orderly five-month wind-down of certain CRJ-900 flying, beginning in January 2013. Delta and the Debtors have agreed that Delta will have an allowed unsecured claim for its damages relating to the modifications to the CPA governing such CRJ-900 flying, including the early termination of such flying, in an amount to be determined by the Bankruptcy Court. Under the other CPA governing CRJ-900 flying, Delta and the Debtors agreed to modified rates and the elimination of the 2013 rate reset and pilot rate reset. With respect to the CPA governing CRJ-200 flying, Delta and the Debtors agreed to modified rates and margin, elimination of the 2013 rate reset and pilot rate reset, and extension of the term of the CPA by four and a half years until 2022. D. Labor Concessions The Debtors will be seeking wage reductions and other concessions from their labor unions to ensure the viability of the Debtors' business. The Debtors hope that consensual agreements can be reached with each of their unions. DIP Facility Milestones In addition to events of default and case milestones typical for similar post-petition financings, Delta also insisted that it would only provide the DIP Facility on condition that the Debtors achieve these milestones: i) By no later than 30 days after the Petition Date, the Debtors shall deliver to the DIP Lenders and their counsel a comprehensive business plan and projected budget for a period of 6 years, including specified information; ii) By no later than the earlier of (i) 30 days after entry of a final order or final orders by the Bankruptcy Court granting the Section 1113 Motions or approving a settlement regarding modifications of the CBAs and (ii) 195 days after the Petition Date, the Debtors must file a Chapter 11 Plan and disclosure statement that are reasonably acceptable to the DIP Lenders; iii) By no later than 90 days after the Plan Filing Date, the Debtors must have obtained confirmation of a Chapter 11 Plan that is reasonably acceptable to the Lenders and shall include the Exit Note; iv) By no later than 30 days after the Petition Date, the Debtors shall deliver proposals seeking modifications to the CBAs as contemplated in section 1113(b)(1) of the Bankruptcy Code to the authorized representatives of the employees covered by each of the CBAs together with all relevant information needed for the unions to evaluate such proposals; v) By no later than 45 days after the delivery of proposals seeking modification to the CBAs, unless a settlement has been reached regarding modification of the CBAs (in form and substance reasonably acceptable to the DIP Lenders), the Debtors must file Section 1113 Motions and, contemporaneously therewith, the Debtors must file the ?Section 1113 Scheduling Motion; and vi) In the event that Section 1113 Motions are filed, by no later than 90 days following the date that the Section 1113 Motions are filed, the Bankruptcy Court shall have entered a final order or final orders granting the Section 1113 Motions or approving a settlement regarding modifications of the CBAs (in each case, reasonably acceptable to the DIP Lenders). The Debtors say the Milestones are achievable. Where appropriate, the Debtors have already begun work, analyses and negotiations in preparation for meeting the applicable deadlines. Specifically, the Debtors have (i) prepared a preliminary 6-year business plan with guidance from the DIP Lenders in order to have the requisite business plan and budget finalized within 30 days of the Petition Date and (ii) conducted the necessary analyses and begun preparing proposals to present to the appropriate Labor Groups regarding modification of the CBAs, which the Debtors expect will be ready for delivery within 30 days of the Petition Date. First Day Hearing Judge Robert E. Gerber convened the "first day" hearing on April 2, 2012. At the hearing, the judge signed interim orders for the first day motions. The judge, among other things, granted interim approval to the Debtors' request to pay prepetition claims of shippers and prepetition wages. Prepetition Capital Structure As of Nov. 30, 2011, Pinnacle has $1.51 billion in assets, $1.40 billion in liabilities, and stockholders' equity of $107.8 million. The list of 5 largest secured claims show that Export Development of Canada is owed $424.4 million on debt secured by 28 Q400 aircraft and 2 spare engines and $265.7 million on a debt secured by CRJ900 aircraft. Delta Air is owed $44.3 million on a promissory note secured by Mesaba stock, and other assets. CIT Bank is owed $33.7 million on a spare parts financing facility. General Electric Capital Corp. is owed $2.8 million on a promissory note. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. PINNACLE AIRLINES: To Wind Down Operations Under UAL Deal --------------------------------------------------------- Pinnacle Airlines Corp. and Colgan Air Inc. seek Bankruptcy Court permission to reject a 2007 capacity purchase agreement and related agreements with United Air Lines, Inc. and Continental Airlines, Inc. and terminate a related guarantee. Pinnacle Airlines and Colgan also seek permission to perform under a term sheet with Continental, United Air Lines, Inc., and Export Development Canada pursuant to which, inter alia, (A) Colgan will perform flight and related services for United respect to: (1) 25 of the SAAB 340 and SAAB 340B+ aircraft owned, leased or subleased by Colgan as of the Petition Date, (2) 28 Q400 and Q400NG aircraft owned by Colgan and financed by EDC, and (3) three Q400 spare engines owned by Colgan and, except with respect to one Q400 Covered Engine, financed by EDC. The Debtors also seek to perform under a term sheet with EDC and United pursuant to which, inter alia, the Debtors and EDC will extend the 60-day period provided for under section 1110 of the Bankruptcy Code with respect to the Q400 Covered Equipment, other than the Excluded Engine. Pinnacle will guarantee Colgan's performance under the United Term Sheet. Pinnacle Airlines and Colgan intend to wind down their operations under the Capacity Purchase Agreement and ancillary agreements over time as the deals impose significant losses. They will turn over the related Q400 Covered Aircraft to EDC as the flying winds down, in full or partial satisfaction of the debt secured by the relevant aircraft. By winding down the flying over time and then turning the aircraft over to EDC pursuant to the negotiated arrangements, rather than ceasing the flying immediately and abandoning the aircraft non-consensually, the Debtors will, among other things, (a) avoid potential administrative claims, (b) avoid or minimize prepetition general unsecured claims, (c) avoid operational and labor inefficiencies, and (d) make a profit on the wind-down flying. Since 2007, Colgan has operated a fleet of Q400 and Q400NG aircraft under the Capacity Purchase Agreement, under which Continental pays Colgan pre-set rates for specified flying, regardless of the number of passengers on board the aircraft or the amount of revenue collected from such passengers. Under this arrangement, Colgan is largely responsible for its operating costs, subject to reimbursement for certain items by Continental. The Capacity Purchase Agreement does not terminate in accordance with its terms until 2021. The operations under the Capacity Purchase Agreement are now conducted under the United Express name and serve a number of the nation's airports. The ancillary agreements provide for ground handling, fuel service and certain other supplemental service arrangements related to the Capacity Purchase Agreement. The ancillary agreements are tied to and reliant upon the Capacity Purchase Agreement. Over time, the Debtors said it has become apparent that the Capacity Purchase Agreement does not provide sufficient reimbursement to Colgan for its actual operating costs or future operational cost increases. As a result, Colgan has experienced and will continue to experience significant losses under the Capacity Purchase Agreement. Due in part to material increases in maintenance and labor costs, the Capacity Purchase Agreement was particularly unfavorable for Colgan in 2011; Colgan experienced a loss in excess of $11,000,000 in 2011 on account of operations under the Capacity Purchase Agreement. As part of the Debtors' attempts to effectuate an out-of-court restructuring, the Debtors and United entered into a binding letter agreement dated as of Feb. 1, 2012, to, among other things, temporarily address the unfavorable economics for Colgan under the Capacity Purchase Agreement. The Letter Agreement provided Colgan with improved economics for the period from Feb. 1, 2012, to and including April 2, 2012. The Letter Agreement provided United with the right to elect, prior to the expiration of the Amendment Period, to extend the term of the Letter Agreement to effectuate a gradual wind-down of the regional air services provided under the Capacity Purchase Agreement. United did not so elect, and so, as of the Petition Date, the Letter Agreement has no further force and effect. On Jan. 20, 2012, the Debtors extended their short-term liquidity by reaching an agreement with EDC to defer until April 2, 2012 $16.6 million of payments due during the period from Jan. 14, 2012 to March 31, 2012. However, EDC indicated that it would not agree to further payment deferrals unless the Debtors reached a long- term agreement with United, which the Debtors were unable to do. Absent rejection of the Rejected Agreements, the Debtors said the unfavorable terms of the Capacity Purchase Agreement would again govern the provision of regional air services with respect to the Q400 Covered Equipment. The Debtors, United and EDC have negotiated in good faith the terms under which Colgan will provide services postpetition on a basis that protects and benefits the interests of the Debtors' estates, while at the same time minimizing the disruption to United's flight operations and the nation's air transportation system. Under the United Term Sheet, Colgan will provide United with Post- Petition Regional Air Services over a gradual wind down period ending on, in the case of the SAAB Covered Aircraft, July 31, 2012, and, in the case of the Q400 Covered Equipment, Nov. 30, 2012. Importantly, the United Term Sheet provides that Colgan will provide the Post-Petition Regional Air Services throughout the duration of the wind-down period at a profit, pursuant to economic terms better than those provided for in the Letter Agreement, and significantly better than those provided for in the Capacity Purchase Agreement. In return for Colgan's provision of the Post-Petition Regional Air Services during the wind-down period in accordance with the United Term Sheet, United has agreed, in addition to the enhanced economic terms for services during the period, (i) to reduce its pre-petition general unsecured claim against Colgan by $5,000,000 -- or, if United's aggregate pre-petition general unsecured claim (if any) against Colgan is less than $5,000,000, by such lesser amount -- (ii) to allow Colgan to retain $1,000,000 received from the Department of Transportation in respect of certain flying, which Colgan otherwise would have been required to turn over to United pursuant to the Letter Agreement and (iii) that the provision of the Post-Petition Regional Air Services will be taken into account in the calculation of United's prepetition damages arising from the rejection of the Rejected Agreements and the termination of the Guarantee. All of the Q400 Covered Equipment is owned by Colgan and, other than the Excluded Engine, is financed by EDC pursuant to financing and related agreements. Colgan's obligations under the Q400 Financing Agreements are guaranteed by Pinnacle and are secured by the Q400 Covered Equipment (other than the Excluded Engine). The Applicable Debtors seek approval to perform their obligations under the EDC Term Sheet, which operates as a section 1110(b) agreement to extend the period during which the automatic stay protections of section 362 of the Bankruptcy Code will apply to each item of Q400 Covered Equipment (other than the Excluded Engine). Under the EDC Term Sheet, the Debtors will be deemed for all purposes to have returned to EDC, as of the Petition Date, each of the items of Q400 Covered Equipment (other than the Excluded Engine). The Debtors are not required to pay EDC for Colgan's continued use and operation of the Q400 Covered Equipment during this extension period. Instead, pursuant to the United Term Sheet and in consideration of Colgan's provision of the Post-Petition Regional Air Services, United will pay EDC directly for Colgan's continued use and operation of the Q400 Covered Equipment (other than the Excluded Engine) in an amount separately agreed between United and EDC. The EDC Term Sheet provides that this deemed return by Colgan will not give rise to any administrative expense claims on account of any of the Q400 Financing Agreements (including in respect of return conditions) in the Applicable Debtors' chapter 11 cases or otherwise. So long as the Q400 Covered Equipment is ultimately placed back into service for United under a replacement flying arrangement, EDC will also have no general unsecured claim on account of the Q400 Financing Agreements. Pursuant to the EDC Term Sheet, EDC will be entitled to take possession of each item of Q400 Covered Equipment (other than the Excluded Engine) after it is wound down pursuant to the United Term Sheet and to dispose of the equipment without further obligation to any Debtor. Due to confidentiality concerns, the Debtors have attached redacted copies of the Term Sheets to their Motion. However, the Debtors will provide unredacted copies of the Term Sheets to the Court, the U.S. Trustee and, on a confidential basis, the advisors to any official committee of unsecured creditors appointed in these chapter 11 cases. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. PINNACLE AIRLINES: List of Its 50 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pinnacle Airlines Corp. One Commerce Square, 40 S. Main St. 13th Floor Memphis, Tennessee Bankruptcy Case No.: 12-11343 Debtor-affiliates that filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Colgan Air, Inc. 12-11344 Mesaba Aviation, Inc. 12-11345 Pinnacle Airlines, Inc. 12-11346 Pinnacle East Coast Operations Inc. 12-11342 Type of Business: Pinnacle Airlines Corp. (NASDAQ: PNCL) a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Web site: http://www.pncl.com/ Chapter 11 Petition Date: April 1, 2012 Court: U.S. Bankruptcy Court Southern District of New York Debtors' Counsel : Marshall S. Huebner, Esq. Damian S. Schaible, Esq. Darren S. Klein, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 450-6539 E-mail: marshall.huebner@davispolk.com damian.schaible@davispolk.com darren.klein@davispolk.com - and - AKIN GUMP STRAUSS HAUER & FELD LLP 1 Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Debtors' Financial Advisors : BARCLAYS CAPITAL 200 Park Avenue New York, NY 10166 Tel: (212) 412-4000 Fax: (212) 412-7300 - and - SEABURY GROUP LLC 1350 Avenue of the Americas 25th Floor New York, NY 10019 Tel: (212) 284-1133 Fax: (212) 284-1144 Debtors' Claims and Noticing Agent : EPIQ SYSTEMS - BANKRUPTCY SOLUTIONS 757 Third Avenue, 3rd Floor New York, NY 10017 Tel: (646) 282-2500 Fax: (646) 282-2501 Total Assets: $1,539,488,000 as of Sept. 30, 2011 Total Liabilities: $1,427,172,000 as of Sept. 30, 2011 The petition was signed by John Spanjers, executive vice president and chief operating officer. Consolidated List of Creditors Holding 50 Largest Unsecured Claims: Entity Nature of Claim Claim Amount ------ --------------- ------------ United Air Lines, Contract Unliquidated Inc. / Continental Airlines, Inc. 77 W. Wacker Drive Chicago, IL 60601 Richard A. Fiore Senior Counsel, Litigation & Regulatory United Airlines- HDQLD 77 West Wacker Drive, 16th Floor Chicago, IL 60601 312.997.8077 E-mail: richard.fiore@united.com Fairbrook Leasing, Inc. Contract Unliquidated 21300 Ridgetop Circle Sterling, VA 20133 Phone: (703) 406-7214 Fax: (703) 406-7224 Siemens Financial Services, Inc. Contract Unliquidated Attn: Vice President, Credit 170 Wood Avenue South Iselin, NJ 08830-2704 Phone: (800) 327-4443 Fax: (732) 476-3469 Standard Aero Aircraft $3,753,156 33 Allen Dyne Road Maintenance Winnipeg, MB R3H 1A1 Parts and Canada Services Phone: (204) 789-1818 Fax: (204) 789-1836 Accommodations Plus Crew Hotel $3,693,857 International Charges 1200 Route 109 Lindenhurst, NY 11757 Phone: (516) 798-4444 Fax: (516) 797-9653 Nationwide Crew Hotel $3,344,025 Hospitality, Inc. Charges 85 West Algonquin Road Arlington Heights, IL 60005 Phone: (800) 642-7310 Fax: (847) 718-9480 The Port Authority of Landing Fees $2,815,438 NY & NJ P.O Box 95000 Philadelphia, PA 19195-3020 Phone: (212) 435-5833 / (212) 435-5839 Fax: (212) 435-5846 Wayne County Airport Landing Fees $2,474,583 $2,474,583 Authority Attn: Finance L C Smith Terminal? Mezzanine Detroit, MI 48242 Phone: (734) 942-3566 / (734) 942-3687 Fax: (734) 955-5737 Delta Air Lines, Inc. Aircraft/Engine $2,055,979 P.O. Box 102509 Rent and EAS Atlanta, GA 30348 Phone: (404) 773-3480 Fax: (404) 715-5042 CSA Leasing Corp. Contract Unliquidated 343 Commercial St. #109 Union Wharf Boston, MA 02109 c/o Global Aircraft Leasing, Contract Unliquidated LLC Attn: President or Manager 10667 Aviation Lane Manassas, VA 20110 Lambert Leasing, Inc. Contract Unliquidated Attn: President 21300 Ridgetop Circle Sterling, VA 20166 Phone: (703) 406-7200 Aerocentury Corp. Contract Unliquidated Attn: Marc J. Anderson 1440 Chapin Avenue, Suite 310 Burlingame, CA 94010 Phone: (650) 340-1880 Fax: (650) 696-3929 Bombardier Services Corp Aircraft $1,785,137 2400 Aviation Way Maintenance Bridgeport, WV 26330 Parts and Phone: (304) 842-6300 / Services (304) 848-5048 Fax: (304) 842-3632 Honeywell International Inc. Aircraft $1,653,556 4150 Lind Avenue S.W. Maintenance Renton, WA 98057 Parts and Phone: (425) 885-3711 Services Fax: (425) 656-2728 General Electric Aircraft Aircraft $1,478,169 Engines Maintenance P.O. Box 640950 Parts and Pittsburgh, PA 15219-0950 Services Messier Services Americas Aircraft $1,427,393 Ave De La Noria 131 Maintenance Parque Industrial Queretaro Parts and Queretaro Qro Services Mexico, CP 76220 Phone: (442) 192-5800 Fax: (422) 192-5801 Bombardier, Inc. Aircraft $1,383,575 3819 Collection Drive West Maintenance Chicago, IL 60693 Parts and Phone: (514) 861-9481 Services Fax: (514) 855-8385 Pratt & Whitney Canada Corp. Aircraft $1,375,351 1000 Marie-Victorin Maintenance Longueuil, QC J4G 1A1 Parts and Canada Services Phone: (450) 468-2555/ (450) 647-6812/(514) 865-9090 Fax: (231) 798-0150/ (450) 468-7807 Aar Aircraft Services Aircraft $1,238,757 6611 S Meridain Maintenance Oklahoma City, OK 73159 Parts and Phone: (405) 218-3000 Services Fax: (405) 218-3619 Lufthansa Systems AG Computer Systems $1,216,655 Attn: Attn: Joe Puangco & Michael Schmidtborn AM Weiher 24 D-65451 Kelsterbach Germany Phone: (41) 44 828-6590 Fax: (41) 44 828-6599 / (305) 536 8908 Flight Safety International Aircraft $979,323 Inc. Simulator P.O. Box 75691 Rentals Charlotte, NC 28275 Phone: (718) 565-4144 Fax: (817) 276-7501 Minneapolis-St Paul Landing Fees $950,647 International Airport Metropolitan Airport Commission 6040 28th Avenue South Minneapolis, MN 55450 Phone: (612) 726-8100 Rockwell International Aircraft $940,250 5159 Southridge Parkway Maintenance Atlanta, GA 30349-5966 Parts and Phone: (319) 295-7987 Services Fax: (319) 295-4092 Philip H. Trenary Former Chief Unliquidated Attn: Lynn Buhler Executive c/o The Buhler Law Firm Director One Commerce Square, Suite 1525 Memphis, TN 38103 Phone: (901) 507-9007 Fax: (901) 202-4742 Shelby County Tennessee Property Taxes $825,286 Attn: Trustee 200 Jefferson Avenue, Suite 336 Memphis, TN 38103-2328 APPH Wichita, Inc. Aircraft $772,542 1445 Sierra Drive Maintenance Wichita, KS 67209 Parts and Phone: (866) 817-9995/ Services (316) 943-5752 Fax: (316) 943-9655 Kronos Canadian Systems Inc. Computer Systems $652,580 3535 Queen Mary Road Suite 650 Montreal QC H3V1H8 Canada Phone: (514) 345-0580 Fax: (514) 345-0422 Douglas W. Shockey Former Chief Unliquidated Attn: Lynn Buhler Operating c/o The Buhler Law Firm Officer One Commerce Square, Suite 1525 Memphis, TN 38103 Phone: (901) 507-9007 Fax: (901) 202-4742 Michelin Aircraft Tire Corp. Aircraft $582,904 One Parkway South Maintenance Greenville, SC 29615 Parts and Phone: (864) 422-7027 Services Fax: (864) 422-7071 City Of Houston Dept of Landing Fees $534,226 Aviation Attn: Finance P.O. Box 60106 Houston, TX 77205-0106 Phone: (281) 233-1383 / (281) 233-1379 Metro Washington Landing Fees $470,655 Airports Authority IAD Airport P.O. Box 402816 Atlanta, GA 30353-2816 Phone: (703) 417-8723 Fax: (703) 417-8984 FedEx ERS Freight Charges $429,442 P.O. Box 371741 Pittsburgh, PA 15262-7741 Phone: (412) 234-5494 Fax: (973) 335-8204 Embraer Aircraft Maintenance Aircraft $352,615 Services, Inc. Maintenance 10 Airways Boulevard Parts and Nashville, TN 37217 Services Phone: (615) 367-2100 Fax: (615) 367-4327 South Carolina Dept of Revenue Property Taxes $327,844 Property Division P.O. Box 125 Columbia, SC 29214 Phone: (803) 737-3880 Fax: (803) 737-0592 Rockwell Collins, Inc. Aircraft $318,207 Dept 0875 Maintenance P.O. Box 120875 Parts and Dallas, TX 75312-0875 Services Phone: (319) 263-2968 / (800) 713-7693 Aerotek Aviation, LLC Aircraft $310,967 P.O. Box 198531 Maintenance Atlanta, GA 30384-8531 Parts and Phone: (866) 466-0420 Services X35486 Phone: (770) 953-5677 Fax: (770) 952-7067 Lambert St Louis Landing Fees $282,974 International Airport P.O. Box 10212 St. Louis, MO 63145-0212 Phone: (314) 426-8000 Future Aviation Inc. Aircraft $271,819 P.O. Box 116785 Maintance Atlanta, GA 30368-6785 Parts and Phone: (239) 225-0101 Services Fax: (239) 225-0340 Cincinnati/Northern Landing Fees $257,719 Kentucky International Airport Attn: Director of Aviation P.O. Box 752000 Cincinnati, OH 45275 Phone: (859) 767-3151 City Of Memphis Property Taxes $240,953 Attn: Treasurer P.O. Box 185 Memphis, TN 38101-1085 Phone: (901) 576-6500 Fax: (901) 576-6200 Chicago-O?Hare International Landing Fees $239,897 Airport Customer Service P.O. Box 66142 Chicago, IL 60666 Phone: (773) 686-3700 Fax: (773) 686-3573 Saab Support and Services, Aircraft $225,698 LLC Maintenance 21300 Ridgetop Circle Parts and Sterling, VA 20166 Services Phone: (703) 406-7200 Fax: (703) 406-7266 Goodrich Corporation Aircraft $218,649 4115 Corporate Center Drive Maintenance Monroe, NC 28110 Parts and Phone: (704) 282-2521 Services Fax: (704) 282-2560 Pemco World Air Services, Aircraft $203,700 Inc. Maintenance 100 Pemco Drive Parts and Dothan, AL 36303-9617 Services Phone: (334) 983-7015 Fax: (334) 983-7040 Aviall Services, Inc. Aircraft $202,061 P.O. Box 842267 Maintenance Dallas, TX 75284-2267 Parts and Phone: (972) 586-1716 Services Fax: (972) 586-1726 NAV Canada Navigation $179,245 77 Metcalfe Street Fees Ottawa, ON K1P 5L6 Canada Phone: (800) 209-0864 Fax: (613) 563-3426 H+S Aviation Limited Aircraft $177,191 Airport Service Road Maintenance Portsmouth, Hampshire PO3 Parts and 5PJ Services United Kingdom Phone: +44 (0) 23 9230 4000 Fax: +44 (0) 23 9230 4020 Nashville International Landing Fees $175,895 Airport One Terminal Drive Suite 501 Nashville, TN 37214 Phone: (615) 275-1675 Fax: (615) 275-4001 City of Romulus Properties $170,395 11111 Wayne Road Taxes Romulus, MI 48174 Phone: (732) 942-7580 Fax: (734) 941-5541 Dowty Propellers $141,002 114 Powers Court Sterling, VA 20166-9321 Phone: (703) 421-4430 Fax: (703) 450-0087 PLATINUM PROPERTIES: Wants Until Aug. 17 to File Chapter 11 Plan ---------------------------------------------------------------- Platinum Properties, LLC, et al., ask, in a third motion, the U.S. Bankruptcy Court Southern District of Indiana to extend their exclusive periods to file and solicit acceptances for a proposed plan of reorganization until Aug. 17, 2012, and Oct. 18, respectively. The Debtors relate that they need additional time to continue negotiations with creditors, gather additional information during the upcoming construction season, analyze and project market trends more effectively, and formulate a viable exit strategy. The Debtors set an April 4, hearing at 3:30 p.m., on their requested exclusivity extensions. About Platinum Properties and PPV LLC Indianapolis, Indiana-based Platinum Properties, LLC, is a residential real estate developer. Platinum acquires land, designs the projects, obtains zoning and other approvals, and constructs roads, drainage, utilities, and other infrastructure of residential subdivisions. Platinum then sells the finished, platted lots. Platinum also has an ownership interest in several special purpose entities that in turn own, operate and manage individual projects. PPV LLC is a joint venture between Platinum and a non-debtor entity, Pittman Partners, Inc., each of whom hold an equity interest in PPV. PPV owned four projects directly and owns 100% of the membership interest of Sweet Charity Estates, LLC. Platinum Properties and PPV LLC filed for Chapter 11 protection (Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011. Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana, serve as the Debtors' bankruptcy counsel. Platinum Properties disclosed $14,624,722 in assets and $181,990,960 in liabilities as of the Chapter 11 filing. The U.S Trustee has not yet appointed a creditors committee in the Debtor's case. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. PQ CORP: Moody's Affirms Ratings After Term Loan Expansion ---------------------------------------------------------- Moody's Investors Service has affirmed the ratings on PQ Corporation and its debt following the announcement that the company planned to increase the size of its first lien term loan by $200 million and terminate its $200 million revolving credit facility. Moody's views this as a positive change to PQ's capital structure that will improve its liquidity. The outlook remains stable. The following summarizes the ratings. PQ Corporation Ratings affirmed: Corporate Family Rating - B3 Probability of Default Rating -- B3 $1,116mm First lien term loan due 2014 - B3 (LGD3, 46%) from B3 (LGD3, 46%) $460mm Second lien term loan due 2015 - Caa1 (LGD4, 62%) from Caa1 (LGD4, 63%) Rating to be withdrawn: $200mm First lien revolving credit facility due 2013 - B3 (LGD3, 46%) from B3 (LGD3, 46%) Outlook: Stable RATINGS RATIONALE PQ's has increased its first lien term loan balance by $200 million and terminated its revolving credit facility due 2013 ($187 million outstanding as of year-end 2011), essentially extending the maturity of borrowings under the revolving credit facility by one year to July 2014. The company believes that its current cash balances ($70 million as of year-end 2011, excluding Potters Industries' cash) and operating cash flow will be sufficient to support its liquidity and therefore will operate without a revolving credit facility. Letters of credit issued under the revolver (currently $4.6 million) will be cash collateralized after the revolver is terminated. In 2011, PQ's consolidated operations generated $87 million in retained cash flow, but free cash flow was breakeven (including Moody's standard analytical adjustments, where applicable). PQ expects that it could upstream up to $60 million from Potters in the form of dividends and intercompany loans, if required. The Potters business does use cash for seasonal working capital purposes in the first quarter and part of the second quarter, while Potters' inventories and receivables decline in the second half of the calendar year. However, cash flows from PQ's chemicals businesses generally are expected to be relatively steady going forward and benefit from little exposure to volatile and rising petrochemical raw material prices. PQ is forecasting positive annual free cash flow generation for the years 2012-2014. Over the past three years since the acquisition of the Ineos silicas business, PQ has not materially reduced its balance sheet debt and is not expected to repay its debt prior to maturity. Cash flows are expected to benefit from modest maintenance capital expenditure requirements (with maintenance capital requirements well below depreciation levels) and a lack of a regular dividend. However, capital expenditures to support capacity expansions for its catalyst business is expected to limit PQ's free cash flow in 2012-2013. The first lien term loan provisions call for a 50% excess cash flow sweep as long as the Consolidated Total Leverage Ratio exceeds 5.0x. The B3 Corporate Family Rating (CFR) reflects PQ's high leverage and modest free cash flow. PQ remains highly levered since the July 2008 acquisition of the Ineos silicas business and has not reduced debt meaningfully as a result of modest free cash flow generation in 2009-2011, as well as negative free cash flow generation in 2008. It is expected that 2012 free cash flow generation will be modestly positive, but will not meaningfully reduce debt. The historic earnings stability has benefited from the company's diverse end markets, leading market positions, a large customer base, long-term customer relationships and geographically diverse operations. The rating outlook is stable. The ratings could be downgraded if PQ does not generate positive free cash flow in 2012, address the upcoming first lien term loan maturity at least 12-18 months in advance of the July 2014 maturity date and maintain adequate liquidity. There is little upward pressure on the rating given the high leverage. The principal methodology used in rating PQ Corporation 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. PQ Corporation, headquartered in Malvern, Pennsylvania, is a leading provider of inorganic specialty chemicals, including sodium silicate, silicate derivatives, catalysts and engineered glass materials. Potters Industries, a wholly owned subsidiary which manufactures engineered glass materials, has its own debt structure and is not a restricted subsidiary under PQ's credit agreement. PQ Corporation's consolidated revenues were $1.1 billion for the year ended December 31, 2011. PURADYN FILTER: Delays Form 10-K for 2011 ----------------------------------------- Puradyn Filter Technologies Incorporated notified the U.S. Securities and Exchange Commission that it will be late in filing its Annual Report on Form 10-K for the period ended Dec. 31, 2011. The Company said additional time is required to insure that a complete and accurate filing is submitted. About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures and markets the puraDYN(R) Oil Filtration System. Puradyn Filter reported a net loss of $1.57 million on $3.10 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $2.07 million on $1.91 million of net sales during the prior year. The Company also reported a net loss of $1.27 million on $1.93 million of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $837,312 on $2.54 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.38 million in total assets, $9 million in total liabilities and, a $7.61 million total stockholders' deficit. As reported in the TCR on April 13, 2011, Webb and Company, P.A., in Boynton Beach, Fla., expressed substantial doubt about PuraDdn Filter Technologies' ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets, and it has relied on cash inflows from an institutional investor and current stockholder. QUAMTEL INC: Delays Form 10-K for 2011 -------------------------------------- Quamtel, Inc., was unable to file its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011, by the prescribed date of March 30, 2012, without unreasonable effort or expense because the Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file its Report on or prior to the fifteenth calendar day following the prescribed due date. About Quamtel Based in Dallas, Quamtel, Inc., provides prepaid and postpaid enhanced telecommunications services with an emphasis on transporting calls that originate from the United States and Canada and terminate in other specific regions of the world. The Company ended 2010 with a net loss of $10 million and 2009 with a net loss of $1.9 million. The Company also reported a net loss of $4.66 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $1.71 million in total assets, $2.95 million in total liabilities, all current, and a $1.23 million total shareholders' deficiency. RBSM LLP, in New York, expressed substantial doubt about Quamtel's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant operating losses in the current year and also in the past. REFLECT SCIENTIFIC: Incurs $1.18 Million Net Loss in 2011 --------------------------------------------------------- Reflect Scientific, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.18 million on $1.98 million of revenue in 2011, compared with a net loss of $1.77 million on $2.40 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $4.12 million in total assets, $4.48 million in total liabilities and a $357,683 total shareholders' deficit. Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses from operations and negative working capital. A copy of the Form 10-K is available for free at: http://is.gd/G7Su5G About Reflect Scientific Orem, Utah-based Reflect Scientific, Inc., is engaged in the manufacture and distribution of innovative products targeted at the life science market. Customers include hospitals and diagnostic laboratories, pharmaceutical and biotech companies, universities, government and private sector research facilities, and chemical and industrial companies. The Company reported a net loss of $768,948 on $1.6 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $1.6 million on $1.8 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $4.37 million in total assets, $4.44 million in total liabilities, and a stockholders' deficit of $73,885. As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed substantial doubt about Reflect Scientific's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has experienced recurring losses from operations and negative operating cash flows from operations, and is in default on its debentures, which matured June 30, 2009. RENEGAGE HOLDINGS: Treasury Dept. Wants $2.6MM Placed in Escrow --------------------------------------------------------------- Richard Craver at Winston-Salem Journal reports that the U.S. Treasury Department is asking a U.S. bankruptcy judge to require that Renegade Holdings Inc. put $2.6 million in disputed federal excise-tax revenue in an escrow account. According to the report, the request, which appears to have been made on behalf of a state attorneys general association, is the latest potential hurdle to Renegade's attempt to exit Chapter 11 bankruptcy protection for a second time. The report notes a pretrial hearing already has been set for 9:30 a.m. May 1 to hear an objection filed by the National Association of Attorneys General to the companies' bankruptcy exit plan. The hearing will take place in the U.S. Bankruptcy Court for the Middle District of North Carolina in Greensboro. The report relates the attorneys general assert Renegade Holdings owes a delinquent escrow amount of $16.7 million. Peter Tourtellot, bankruptcy trustee for Renegade, said in the exit plan the amount is $7.93 million. The Treasury Department's Alcohol and Tobacco Tax and Trade Bureau said in a March 13 filing that Renegade affiliate, Alternative Brands, underpaid by $2.1 million the federal excise tax on large cigars through an audit period of April 1, 2009, through July 31, 2011. The bureau said an additional $501,057 is owed in interest and penalties, according to the report. The bureau also claims Alternative has underpaid the federal excise tax since July 31, 2011, by an amount that exceeds $1 million. The report says Mr. Tourtellot has filed a motion disputing the bureau's claim and saying Alternative had been paying the correct amount. He said Alternative is owed $272,464 for overpayments. Mr. Tourtellot also asked the court to determine the amount of federal excise tax owed by Alternative for large cigars. The report, citing filing for the attorneys general, relates that the manufacturers had net cash of $1.1 million as of Feb. 29, 2012. Renegade Holdings and two subsidiaries -- Alternative Brands, Inc. and Renegade Tobacco Company -- filed for Chapter 11 protection (Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and exited bankruptcy on June 1, 2010. They were put back into bankruptcy July 19, 2010, when Judge William L. Stocks vacated the reorganization plan, in part because of a criminal investigation of owner Calvin Phelps and the companies regarding what authorities called "unlawful trafficking of cigarettes." Alternative Brands is a federally licensed manufacturer of tobacco products consisting primarily of cigarettes and cigars. Renegade Tobacco distributes the tobacco products produced by ABI through wholesalers and retailers in 19 states and for export. ABI also is a contract fabricator for private label brands of cigarettes and cigars which are produced for other licensed tobacco manufacturers. The stock of RHI is owned indirectly by Calvin A. Phelps through his ownership of the stock of Compliant Tobacco, LLC which, in turn, owns all of the stock of RHI which in turn owns all of the stock of RTC and ABI. Mr. Phelps was the chief executive officer of all three companies. All three of the Debtors' have their offices and production facilities in Mocksville, North Carolina. In August 2010, the Bankruptcy Court approved the appointment of Peter Tourtellot, managing director of turnaround-management company Anderson Bauman Tourtellot Vos & Co., as Chapter 11 trustee. ROBERTS HOTELS: $11 Million Cash Infusion Placed on Hold -------------------------------------------------------- Jeff Ayres at the Clarion Ledger reports that a $11 million infusion needed to cover bond payments in default and restart improvements to the historic Roberts Walthall Hotel is on hold. According to the report, the Jackson Redevelopment Authority didn't act on a proposal to issue $11 million in development bonds. JRA executive director Jason Brookins said he was concerned that hotel owners Mike and Steve Roberts couldn't offer personal guarantees to cover their obligations in a proposed bond issue that would provide $8.5 million toward paying off Gulf Opportunity Zone bonds previously issued as well as $2.5 million to resume renovations to the 84-year-old hotel. The report relates Mr. Brookins said the GoZone bonds are in default. But he stopped short of saying some type of partnership to revive the hotel is dead. "We want to do what's in the best interest of the city," Mr. Brookins said. "If a (workable) deal comes back to the board, we'll consider it." The report notes the brothers, who live in St. Louis and bought the Walthall in 2008, have proposed that JRA have first lien on the property should the deal fail. They reached out to the redevelopment authority after talks with the city of Jackson for a $15 million loan fell through. In their request to the agency earlier this year, they said the repairs could be finished in four to six months, and the hotel could reopen as early as November if a deal could be struck with JRA. But the bankruptcy filing and the lack of a deal put the hotel's future into question. The report says Alan Smith, an attorney for bondholders in the development, indicated to JRA members that foreclosure at some point is a possibility but wouldn't elaborate on that prospect after the meeting. In an email, John D. Moore, an attorney for the Roberts brothers, says foreclosure couldn't happen until at least July. But he hopes something can be worked out to prevent that, the report notes. The report adds a hearing on the matter has been scheduled for June 21, 2012. The report relates JRA board member John Reeves said the agency shouldn't yet walk away from trying to work some type of deal to revive the hotel, explaining the facility is too important for a downtown area needing more hotel rooms. JRA general counsel Zach Taylor said personal guarantees from developers aren't required but often become factors in individual negotiations. The report notes Mr. Brookins said the agency's projects committee, which reviewed the proposal, typically looks for guarantees from developers to cover their obligations. According to the report, Roberts Broadcasting Co., which owns WRBJ-TV in Jackson and TV stations in Missouri, Indiana and South Carolina, filed for Chapter 11 bankruptcy last year, citing more than $4 million in debt. A judge ruled in December that creditors in that case can sue other Roberts-owned businesses not part of that filing to recover money creditors claim was transferred to other ventures from the TV stations. Based in Saint Louis, Missouri, Roberts Hotels Jackson LLC filed for Chapter 11 protection on Dec. 15, 2011 (Bankr. S.D. Miss. Case No. 11-04341). John D. Moore, P.A., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. ROSETTA RESOURCES: Moody's Issues Summary Credit Opinion -------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Rosetta Resources Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Rosetta Resources Inc. Moody's current ratings on Rosetta Resources Inc. are: Long Term Corporate Family Ratings (domestic currency) Rating of B2 Senior Unsecured (domestic currency) Rating of Caa1 Speculative Grade Liquidity Rating of SGL-3 LGD Senior Unsecured (domestic currency) Assessment of 83 - LGD5 Probability of Default Rating of B2 RATINGS RATIONALE The B2 CFR reflects Rosetta Resources Inc.'s small scale, concentration in the emerging Eagle Ford play with early stage operations, low leverage on production, and a relatively high and growing proportion of liquids production. The rating also considers the company's good progress so far in the Eagle Ford with low F&D costs and growing production. The outlook is stable. An upgrade could result if proven developed reserves were to increase to 80,000 mboe while maintaining Debt / Average Daily Production below 20,000 / boe, in addition to a more established track record and greater scale in the Eagle Ford and/or the Southern Alberta Basin. A downgrade could result if Debt / Average Daily Production increases to $30,000/boe or if there is a deterioration in performance in the Eagle Ford with a LFCR sustained below 1.0x due to high F&D costs and poor reserve replacement performance. The principal methodology used in rating Rosetta Resources Inc. 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. SAND TECHNOLOGY: Incurs C$1.3 Million Loss in Q2 2012 ----------------------------------------------------- SAND Technology Inc. filed with the U.S. Securities and Exchange Commission its quarterly report disclosing a net loss and comprehensive loss of C$1.31 million on $698,245 of revenue for the three months ended Jan. 31, 2012, compared with net income and comprehensive income of C$80,089 on C$1.78 million of revenue for the same period a year ago. The Company reported net income and comprehensive income of C$5.45 million on C$1.29 million of revenue for the six months ended Jan. 31, 2012, compared with net income and comprehensive income of C$55,359 on C$3.32 million of revenue for the same period during the prior year. SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89 million in total assets, C$3.11 million in total liabilities and C$2.78 million shareholders' equity. "Our sale of the Nearline product to Informatica provided us the needed flexibility to redefine our product and business model. As SAND builds out our hosted software as a service product line, we planned for lower initial revenues. Over the medium and long term we will benefit from the repeatable and predictable revenue stream a subscription model will produce. The transition away from an upfront licensing model will take time but we are satisfied with the recent results," stated Thomas O'Donnell, SAND CEO. A copy of the Quarterly Report is available for free at: http://is.gd/AVyjjN About SAND Technology Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF) -- http://www.sand.com/-- provides Data Management Software and Best Practices for storing, accessing, and analyzing large amounts of data on-demand while lowering TCO, leveraging existing infrastructure and improving operational performance. SAND/DNA solutions include CRM analytics, and specialized applications for government, healthcare, financial services, telecommunications, retail, transportation, and other business sectors. SAND Technology has offices in the United States, Canada, the United Kingdom and Central Europe. In its annual report on Form 20-F for the fiscal year ended July 31, 2010, filed with the U.S. Securities and Exchange Commission, the Company noted it has incurred operating losses in the current and past years. The Company has also generated negative cash flows from operations and has a significant working capital deficiency. "The Company's uncertainty as to its ability to generate sufficient revenue and raise sufficient capital, raise significant doubt about the entity's ability to continue as a going concern," the Company said in the filing. The Company said it is in the process of seeking additional financing for its current operations. Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the company's financials but did not issue an adverse going concern opinion in accordance with Canadian reporting standards. The Company reported a net loss and comprehensive loss of C$2.11 million on C$6.87 million of revenue for the fiscal year ended July 31, 2011, compared with a net loss and comprehensive loss of $745,549 on $6.56 million of revenue during the prior year. SILICON GRAPHICS: Buyer Files Patent Suit Against Apple et al. -------------------------------------------------------------- Matt Macari at the Verge, citing report from Reuters, relates that Graphics Properties Holdings has initiated a patent infringement suit in Delaware federal court against Apple, Samsung, RIM, Sony, HTC and LG. According to the report, Graphics Properties is a holding company that took over the patent portfolio of Silicon Graphics, Inc. back in 2009 -- just a couple of months after SGI filed for Chapter 11 bankruptcy. The portfolio includes around 60 issued US patents. The report notes Graphics Properties isn't new to the patent enforcement game -- it first began asserting its patents on graphics technologies against the likes of Apple, Dell, Nintendo and Sony back in 2010 and continued the trend with additional suits in 2011 against HTC, LG, Samsung, Motorola and others. Reportedly, GPH is targeting smartphones with this new case: alleging that the iPhone, Evo 4G, Thrill, Torch, Galaxy S, Galaxy S II, and Xperia Play devices are infringing. "GPH's ultimate goal is licensing revenue. However, it hasn't had much success convincing these tech giants to settle the existing cases over the last two years, so it's unlikely we'll see a quick resolution here," the report says. Headquartered in Sunnyvale, California, Silicon Graphics Inc. -- http://www.sgi.com/-- delivered an array of server, visualization, and storage software. The Company and 14 of its affiliates filed for protection for the second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-11701). Mark R. Somerstein, Esq., at Ropes & Gray LLP, represents the Debtors in their restructuring efforts. At December 26, 2008, the Debtors had $390,462,000 in total assets and $526,548,000 in total debts. The Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977 through 06-10990). The Court confirmed the Debtors' Plan of Reorganization on Sept. 19, 2006. SOLYNDRA LLC: Says US Government Knows Risk of $535 Million Loan ---------------------------------------------------------------- Reuters reports that a Solyndra official said the U.S. government was fully informed of the risks of guaranteeing $535 million in loans to Solyndra LLC. Reuters, citing report from Solyndra's chief restructuring officer R. Todd Neilson, reports that the company also used the government loans as originally intended and no material funds were diverted. Mr. Neilson was hired by Solyndra's board to take charge of the bankruptcy in October, after Brian Harrison departed as chief executive officer. According to the report, Solyndra is being investigated by Republican lawmakers who have questioned if the start-up company was the first to receive a loan guarantee under a clean energy program thanks to political connections. The report notes the company's headquarters were raided by the Federal Bureau of Investigation days after it filed for bankruptcy on Sept. 6. The report adds Mr. Neilson's firm, Berkeley Research Group, is billing Solyndra $770 per hour for his work and anticipates collecting around $1 million. 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. SOUTHERN MONTANA: Ch. 11 Trustee Has Cash Access Until April 18 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana entered a fifth interim order authorizing Southern Montana Electric, Generation and Transmission Cooperative, Inc., to use prepetition secured parties' cash collateral until April 18, 2012. As reported in the Troubled Company Reporter on Feb. 28, 2012, subsequent to the interim order previously entered by the Court, Lee A. Freeman, the duly-appointed Chapter 11 trustee for the Debtor and U.S. Bank National Association as Indenture Trustee, and certain holders consisting of Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Forethought Life Insurance Company and Modern Woodman of America reached agreement on the terms and conditions for the trustee's continued use of Cash Collateral. As of the Petition Date, the Debtor was liable to the prepetition secured parties in respect of obligations under the indenture for (i) the aggregate principal amount of not less than $85 million on account of the notes issued under the indenture; and (ii) unpaid fees, expenses, disbursements, indemnifications, obligations, and charges or claims. As adequate protection from diminution in value of the lenders' collateral, the Debtor will grant the prepetition secured parties adequate protection liens on all of the collateral, superpriority administrative claim status, subject to carve out on certain expenses. A final hearing on the Debtor's request for continued cash collateral access will be held on April 17, at 1:30 p.m. The trustee would use the cash collateral to operate the Debtor's business and meet the trustee's responsibilities under the Bankruptcy Code. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. Also in December, Lee A. Freeman was appointed as Chapter 11 trustee. Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and Waller & Womack, P.C., as local counsel. The United States Trustee for Region 18 has appointed an Official Committee of Unsecured Creditors in the case. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. SPIRIT AEROSYSTEMS: Moody's Rates $1.2BB Credit Facilities 'Ba1' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Spirit Aerosystems, Inc.'s senior secured $1.2 billion bank credit facilities, consisting of a $650 million Revolving Credit Facility due in April 2017 and a $550 million Term Loan Facility due in April 2019 (collectively, the "Credit Facilities"). The Credit Facilities will replace Spirit's existing Term Loan B and $650 million Revolving Credit Facilities, extending the maturity dates and lowering pricing. Separately, Moody's affirmed Spirit's Ba2 Corporate Family and Probability of Default ratings, and changed the rating outlook to positive from stable. The positive outlook reflects Moody's belief that Spirit's favorable earnings and cash flow profile over the intermediate term should sustain recent improvements to key credit metrics. Moody's also assigned a Speculative Grade Liquidity Assessment of SGL-2, indicating a near term good liquidity profile. Rating Assignments: $650 Million Senior Secured Revolving Credit Facility due in May 2017, Rated Ba1 (LGD2, 27%) $550 Million Senior Secured Term Loan Facility due in May 2019, Rated Ba1 (LGD2, 27%) Rating Affirmations: Issuer: Spirit Aerosystems, Inc. Corporate Family Rating/Probability of Default Rating, Affirmed at Ba2 LGD Assessment Changes: Senior Unsecured Notes, Ba3 (LGD5, 83%) from Ba3 (LGD5, 81%) Outlook Changed to Positive from Stable Speculative Grade Liquidity Assessment Assigned SGL-2 RATINGS RATIONALE The Ba2 Corporate Family rating reflects Spirit's leading position as a tier one supplier in the aerostructures market, operating margins approaching the high single-digit level and credit metrics (Debt to EBITDA of 2.9 times, EBIT to Interest of 3.5 times on a Moody's adjusted basis) that are strong for the rating category. The rating also is supported by Spirit's content on a diverse set of commercial and military aerospace platforms from Boeing, Airbus, Gulfstream and others - although Moody's notes that Boeing is more than 80% of total revenues. Spirit's earnings and cash flow profile should benefit over the intermediate term by production rate increases announced by the commercial airplane manufacturers. Longer term, strong commercial aircraft production should position Spirit to generate substantial free cash flow and to reduce leverage. The rating however continues to reflect the cyclicality of the commercial aerospace industry, the dependence on Boeing's production rate, and the requirement of significant up-front investment costs in development of new programs. Moody's notes that Spirit's revenues will be enhanced longer-term by Boeing's decision to re-engine the B737 (called the B737 MAX), because Spirit will have the majority of the airframe content on the B737 MAX. Spirit is a major supplier to Boeing's B787 Dreamliner, which is now ramping production rates (scheduled to be 10 per month by early 2014, from 3.5 per month now). Spirit has satisfied its $396 million advance payment obligation to Boeing, repayment for which was applied against the first 50 B787 shipsets, and the remaining $700 million advance from Boeing will be repaid more gradually over the first 1,000 units delivered. This should support enhanced cash flow levels over the intermediate term. Moody's believes Spirit will generate modest free cash flow in Fiscal 2012, partially because inventories on the B787 and other commercial programs should be converted to cash -- reversing several years of cash outflow due to the build-up of inventory. Spirit's ability to earn a profit on the B787 program will increasingly depend upon its ability to enact cost reductions over time, and Moody's believes the company could be well positioned to do so as it progresses down the learning curve on this complex production process. The SGL-2 speculative grade liquidity assessment reflects Spirit Aerosystems' good liquidity profile, with the expectation of positive free cash flow as well as suitable availability under the $650 million revolving credit facility (which has been utilized for working capital needs). The re-financing will result in a $550 million term loan maturing in April 2019 and a $650 million revolving credit facility maturing in April 2017, thereby effecting a very favorable maturity profile (no meaningful debt maturities until 2017). Moody's anticipates that Spirit Aerosystems will maintain adequate cushion under the Credit Facilities' financial covenants (Total Leverage Ratio no greater than 4.0, Covenant Leverage Ratio no greater than 2.75 times, Interest Coverage Ratio no less than 4.0 times). The positive outlook reflects Moody's belief that Spirit's prospective earnings and cash flow growth, combined with a large order backlog, should continue the improving trajectory of credit metrics. The rating could improve if the company demonstrates sustainable positive free cash flow generation with improving credit metrics such as Debt-to-EBITDA approaching 2 times and Free Cash Flow-to-Debt above 10%; evidences successful execution on new platform development and maintains a strong order backlog. The ratings and outlook could be pressured down if Spirit is unable to sustain solid free cash flow as production of B787 ramps up to Boeing's target production rates, including consistent progress to Free Cash Flow-to-Debt of 10% and operating margins sustained below 6%, or if its liquidity profile weakened for any reason. The principal methodology used in rating Spirit Aerosystems was the Global Aerospace and Defense Industry Methodology published in June 2010. Spirit AeroSystems, Inc., headquartered in Wichita, KS and formerly a division of Boeing Company, is one of the largest independent non-OEM designers and Tier-1 manufacturers of commercial aircraft aerostructures in the world. Components include fuselages, pylons, struts, nacelles, thrust reversers, and wing assemblies, primarily for Boeing but also for Airbus, Gulfstream and others. Revenues approximated $4.9 billion for the twelve months to December 31, 2011. SPRING POINTE: Creditor Seeks Stay Relief or Case Conversion ------------------------------------------------------------ Spring Pointe Development LLC's secured creditor, Springville City, filed a motion with the U.S. Bankruptcy Court seeking relief from the automatic stay in the Chapter 11 case of Spring Pointe or, in the alternative, conversion of the case to one under Chapter 7 of the Bankruptcy Code. Springville City is the issuer of the $5.26 million, Utah Special Assessment Ordinance No. 21-05. To secure repayment of the bonds, Springville authorized the levying of assessments against certain real properties located within Springville and identified as Utah Special Improvement District No. 29 (SID 29). The Debtor owns property with SID No. 29. The assessment constitutes a lien against the Real Property owned by the Debtor effective as of the date of the Assessment Ordinance, which lien is superior to the lien of a trust deed, mortgage mechanic or materialman's lien, or other encumbrances. In accordance with the Assessment Ordinance, annual assessment payments are required for the Real Property. The Debtor failed to pay the annual assessment for the Real Property which was due on Nov. 6, 2010. Since the filing of the Chapter 11 case, the Debtor has failed to pay the annual assessment for the Real Property which was due on Nov. 6, 2010. Due to the Debtor's failure to pay its due, Springville began non-judicial foreclosure proceedings against the Real Property. On March 7, 2011, Springville filed a Notice of Default. On Aug. 3, 2011, the non-judicial trustee's sale of the Real Property was scheduled for Sept. 6, 2011. The planned sale did not push through due to the Debtor's filing of bankruptcy. Pursuant to the Voluntary Petition, the Debtor identified the nature of its business as a "Single Asset Real Estate." Pursuant to a Stipulation between the Debtor and Springville City, it agreed not to file a motion for relief from stay prior to Feb. 15, 2012. On Feb. 17, 2012, the Debtor filed a Disclosure Statement accompanying its Chapter 11 Plan. The Debtor has not commenced monthly payments to Springville or to any other secured creditor. Springville said the Plan does not have a reasonable possibility of being confirmed within a reasonable time, as such, Springville should be granted relief from the automatic stay. Springville also said the Debtor has no equity in the Real Property and the Real Property is not necessary to an effective reorganization. The hearing on Springville's request is scheduled for April 11, 2012, 9:00 a.m. About Spring Pointe Spring Pointe Development LLC, based in Springville, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on Sept. 2, 2011. Judge Joel T. Marker presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Milton Christensen, managing member. STARK CERAMICS: Chapter 11 Counsel Won't Recover $88K in Fees Owed ------------------------------------------------------------------ Richard G. Zellers and Melody Dugic Gazda, who served as counsel to Stark Ceramics Inc. during the Chapter 11 phase of the company's bankruptcy, won't be able to recover the requested $88,630 for services rendered, after Judge Russ Kendig said counsel's recovery will be limited to an amount that corresponds to the recovery of other similarly situated claimants as the case is administratively insolvent. The trustee appointed when the case was converted to Chapter 7 indicated in a final report that $151,800 remains, which is sufficient to pay chapter 7 administrative fees and expenses in full. The funds remaining after the chapter 7 administrative expenses will provide less than 8% on chapter 11 administrative expenses, which includes counsel's claim. There will be no recovery to priority or unsecured claimants from estate funds. Throughout the chapter 11 proceedings, the Debtor was represented by Richard G. Zellers and Melody Dugic Gazda who, at the time of filing, were with the firm of Luckhart, Mumaw, Zellers & Robinson. Mr. Zellers and Ms. Gazda are now associated with Richard G. Zellers & Associates. The unsecured creditors committee appointed in the case and the Chapter 11 trustee had objected to the fee application. The fee application was filed March 20, 2008, and held in abeyance pending the filing of the Chapter 7 Trustee's final report. A copy of the Court's March 29, 2012 Memorandum of Opinion is available at http://is.gd/lFRD2Jfrom Leagle.com. Stark Ceramics Inc., founded in 1909, was a manufacturer of ceramic glazed brick and tile products and was "the world's largest producer of structural glazing facing tile for interiors." It filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 06- 61101) on June 29, 2006, amid a deteriorating relationship with the largest secured creditor, FirstMerit Bank, N.A. Prepetition, the Debtor borrowed money from FirstMerit and later defaulted on the notes. On April 24, 2006, FirstMerit obtained a $2,035,500 judgment, plus interest and costs, in the Stark County Court of Common Pleas. On the same day, FirstMerit filed a judgment lien, which was assigned to American First Federal, Inc. in March 2007. Prior to the judgment lien, the Debtor's real estate was unencumbered. The Debtor's case was contentious from the outset. Throughout the case, there were accusations that the reorganization process was used for the benefit the Debtor's insiders via a sale to an investor group, which purportedly included insiders, at a discounted rate. Less than two months after the case was filed, FirstMerit filed a motion to dismiss or convert the case. The Debtor tried but failed to consummate a sale of assets under 11 U.S.C. Sec. 363. On Dec. 5, 2006, the court granted an oral motion to appoint a chapter 11 trustee. On March 27, 2007, the case converted to chapter 7. David O. Simon was named Chapter 7 Trustee. STARLITE HOTELS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Starlite Hotels, LLC dba Holiday Inn Express 8000 Warren Pkwy. #206 Frisco, TX 75034 Bankruptcy Case No.: 12-31958 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Arthur I. Ungerman, Esq. One Glen Lakes Tower 8140 Walnut Hill Ln., No. 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.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 Tarlochan Kataria, managing member. STRATUS MEDIA: Delays Form 10-K for 2011 ---------------------------------------- Stratus Media Group, Inc., notified the U.S. Securities and Exchange Commission that it will require additional time to complete the financial statements for the fiscal year ended Dec. 31, 2011, and cannot, without unreasonable effort and expense, file its Form 10-K on or before the prescribed filing date. About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. The Company ended 2010 with a net loss of $8.41 million on $40,189 of revenues and 2009 with a net loss of $3.40 million on $0 revenues. The Company also reported a net loss of $8.19 million on $250,201 of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $5.40 million on $0 of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $9.08 million in total assets, $3.96 million in total liabilities, and $5.11 million in total equity. As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin, LLP, in Encino, California, expressed substantial doubt about Stratus Media Group's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. SUBURBAN PROPANE: Moody's Issues Summary Credit Opinion ------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Suburban Propane Partners, L.P. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Suburban Propane Partners, L.P. Moody's current ratings on Suburban Propane Partners, L.P. are: Long Term Corporate Family Ratings (domestic currency) Rating of Ba2 Senior Unsecured Shelf (domestic currency) Rating of (P)Ba3 Subordinate Shelf (domestic currency) Rating of (P)B1 Probability of Default Rating of Ba2 BACKED Senior Unsecured (domestic currency) Rating of Ba3 LGD BACKED Senior Unsecured (domestic currency) Assessment of 79 - LGD5 RATINGS RATIONALE Suburban Propane Partners, L.P.'s Ba2 Corporate Family Rating (CFR) is supported by its leading market position in propane, proven cost reduction initiatives and very conservative financial policies. The rating is tempered by the partnership's smaller asset base and earnings scale relative to the larger propane competitors and other Ba2 rated MLP peers. The rating also incorporates Suburban's trend of declining volumes and the challenges of operating in the highly competitive and fragmented propane and fuel oil businesses. While large propane companies such as Suburban typically grow through acquisitions, Moody's expects that any major acquisition would have substantial equity funding and that the leverage metrics would not be increased beyond the range consistent with a Ba2 rating. The outlook is stable. A ratings upgrade is unlikely in the near to medium term. At Suburban's current size and business risk profile, its Ba2 rating depends on it maintaining its conservative financial policies relative to peers. Increases in leverage (Debt/EBITDA) above 2.5x could result in a ratings downgrade. While Suburban has clearly stated its desire to be a consolidator of the major propane industry players, Moody's expects that any major acquisition would have substantial equity funding and that the leverage metrics would not be increased beyond around 3.5x Debt/EBITDA, which would be consistent with a Ba2 rating for a larger assets and earnings base. The principal methodology used in rating Suburban Propane Partners, L.P. was the Global Midstream Energy 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. SUNVALLEY SOLAR: Delays Form 10-K for 2011 ------------------------------------------ SunValley Solar, Inc., was unable to compile the necessary financial information required to prepare a complete filing of its annual report on Form 10-K for the period ended Dec. 31, 2011. Thus, the Company was unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. As reported in the TCR on April 8, 2011, Sadler, Gibb and Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Sunvalley Solar's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had losses from operations of $375,839 and accumulated deficit of $958,924. According to the Company, the success of its business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover the Company's costs of operations /or upon obtaining additional financing. The Company's balance sheet at Sept. 30, 2011, showed $4.41 million in total assets, $4.48 million in total liabilities and a $68,891 total stockholders' deficit. TAXMASTERS INC: Founder Slapped With $195 Million Verdict --------------------------------------------------------- Citybizlist reports that a Travis County jury returned a $195 million verdict against Houston-based TaxMasters, Inc., its predecessor companies and its founder and chief executive officer, Patrick Cox, for violating the Texas Deceptive Trade Practices Act. Breakdown of the verdict: -- Consumer restitution: $113,099,820 -- Civil penalties: $81,205,000 -- Attorney fees: $1,045,998 -- Number of Violations: 110,383 Citybizlist reports that Texas Attorney General Greg Abbott released a statement: "The decision marks a significant victory for the Texans and TaxMasters customers nationwide who sought help from TaxMasters with their income tax debts and were taken advantage of in the midst of a national economic downturn. While the TaxMasters CEO made hollow promises about fighting for taxpayers and their pocketbooks in television ads, the evidence proved that the firm didn't even bother to show up when it came time to fulfill those promises, but instead misled and defrauded their customers." The report says, in an apparent effort to avoid the State's enforcement action, TaxMasters filed for Chapter 11 bankruptcy protection just one day before the jury trial was set to begin. Citing the firm's bankruptcy petition, TaxMasters CEO Patrick Cox sought to delay the trial, but his request was denied and the trial proceeded as planned. After an eight-day trial, the jury found that TaxMasters, its predecessor companies and Patrick Cox committed over 110,000 violations of the Texas Deceptive Trade Practices Act and ordered the defendants to pay a total of over $195 million. Of that, over $113 million is restitution for fees TaxMasters' customers paid to the firm, and $81 million was further awarded in civil penalties. 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. TELETOUCH COMMUNICATIONS: Agrees to Pay $2 Million to Thermo ------------------------------------------------------------ Teletouch Communications, Inc., Thermo Credit, LLC, Teletouch Licenses, Inc., and Progressive Concepts, Inc., entered into that certain Waiver and Amendment No. 5 effective as of Feb. 29, 2012, to the Loan and Security Agreement, as amended to date. Under the terms of the Amendment No. 5, the Company made a payment on the outstanding balance of the loan in the amount of $2 million. In consideration for that payment, Thermo agreed, among other things, to: (i) waive any and all Events of Default, and all financial covenants for the 3rd fiscal quarter ended Feb. 29, 2012; (ii) waive any and all Financial Covenant Defaults for the 4th fiscal quarter ended May 31, 2012, and not to accelerate collection of the Note for any reason under the Loan Agreement through May 31, 2012; and (iii) not to take any action to exclude, reevaluate or make any redetermination of any property currently included in the Borrowing Base through at least May 31, 2012. In addition, Thermo agreed to grant a conditional future waiver of any and all Financial Covenant Defaults and not to accelerate the collection of the Note through Aug. 31, 2012, provided that certain financial performance targets are met by the Company during its 4th fiscal quarter ending May 31, 2012, and that the Company, among other things, refinances certain of its existing loans encumbering the Eligible Real Estate, thereby providing Thermo with additional proceeds of $1.4 million on or before July 15, 2012. Additional provisions of Amendment No. 5 include accelerating the Revolving Credit Maturity Date from Jan. 31, 2013, to Aug. 31, 2012, with the parties' agreement that Thermo will have no further obligation to lend or advance any additional funds that may be or become available under the Loan Agreement, and, a modification of the commitment fee due under the Loan Agreement from the $90,000 earned commitment fee for the final twelve month term of the loan that was to end on Jan. 31, 2013, to a monthly commitment fee of $7,500, earned by and payable to Thermo on the first day of each month beginning Feb. 1, 2012, through the earlier of the month the loan is paid in full, or the Aug. 31, 2012, maturity date, whichever is sooner. As prior reported on the Company's 8-K filed Feb. 27, 2012, the Company received a Notice of Borrowing Base Redetermination from Thermo on Feb. 21, 2012, whereby Thermo notified the Company of its intent to significantly modify, revalue, adjust and change the assets that comprised the Company's Borrowing Base. Under the terms of the Loan Agreement, borrowings against the credit facility are comprised of specific advance rates against the individual and aggregate fair value of the Company's assets, including, among others, real estate, equipment, infrastructure assets, inventory, accounts receivable, intangible assets and notes receivable, those assets collectively comprising the Borrowing Base. However, earlier this year, Thermo informed the Company that it was not in compliance with its own borrowing base and facility with its own lender, explaining its inability to advance any additional funds to the Company for some time. Thermo's Notice stated that it planned to exclude certain classes of the Company's assets in their entirety from the Borrowing Base, even though these assets had been previously accepted by Thermo, and have been included in the Borrowing Base for several years - in some instances, since the loan was originated. If those assets were ultimately excluded from the Borrowing Base, the Company would have been obligated to immediately reduce its borrowings by making a payment to Thermo of approximately $3.78 million. The Company also reported on Feb. 27, 2012, that it had calculated an over-advance of approximately $1.38 million, with a corollary obligation to pay Thermo $90,000 in remaining loan commitment fees. During the discussions that followed receipt of the Notice, Thermo further informed the Company that its own calculation of the over-advanced loan amount was over $2 million. The Company expressed to Thermo that it disagreed with such calculation. Regardless, as a result and prior to entering into Amendment No. 5, the Company may have been obligated to pay to Thermo a total of over $5.87 million, by no later than April 22, 2012. On March 8, 2012, Thermo withdrew and rescinded the Notice in anticipation of the parties' completing and entering into the above-referenced Amendment No. 5. Since at least the beginning of this year, both together and separately, Thermo and Teletouch have been working to move part or all of the Company's current loan facility to a new financial providers and has been actively working with Thermo to re-finance with new lenders, all or part of its existing indebtedness to Thermo, as a result of the restrictions placed on Thermo by its own lender. As of March 20, 2012, TLL has not secured new financing to replace Thermo, but is in discussions with a number of potential lenders, and will publicly report any refinancing actions as they occur. There is no assurance given that those discussions will yield any results or that even if they do, they will be concluded on the terms favorable to the Company. Following the $2 million payment made in conjunction with Amendment No. 5, and as of March 20, 2012, the Company has a total of approximately $8.4 million outstanding under the credit facility Agreement with Thermo. A copy of the Amendment No.5 to Loan and Security Agreement is available for free at http://is.gd/IuoKPW About Teletouch Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. The Company's balance sheet at Nov. 30, 2011, showed $19.72 million in total assets, $23.17 million in total liabilities and a $3.45 million total shareholders' deficit. As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston, Texas, noted that the Company has increasing working capital deficits, significant current debt service obligations, a net capital deficiency along with current and predicted net operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. TELVUE CORP: Converts $30-Million H.F. Lenfest Debt Into Shares --------------------------------------------------------------- As previously reported in a current report on Form 8-K filed with the Securities and Exchange Commission on Jan. 11, 2012, TelVue Corporation executed a Debt Conversion Agreement with H.F. Lenfest, a director and the majority stockholder of the Company, who held nine Line of Credit Notes and a non-interest bearing note, issued by the Company. At a Special Meeting of Stockholders on March 12, 2012, the stockholders of the Company authorized and approved the Debt Conversion Agreement and the transactions contemplated thereby. The Company consummated the transactions contemplated by the Debt Conversion Agreement on March 16, 2012. $20,941,000 of the principal amount of the Notes, plus $4,921,082 of accrued but unpaid interest thereon through March 16, 2012, was converted into 73,891,663 shares of the Company's Common Stock, at a conversion price of $0.35 per share. The remaining $5,000,000 of the principal amount of the Notes was converted into 14,285.714 shares of the Company's Series A Convertible Preferred Stock. The 73,891,663 shares of Common Stock and 14,285.714 shares of Series A Convertible Preferred Stock were issued without registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(9) of the Securities Act and the shares of Common Stock and the Series A Convertible Preferred Stock bear a restrictive legend. The new securities were issued in exchange for surrender of outstanding securities of the Company and the Company did not pay any person for the solicitation of the exchange. On March 16, 2012, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment. The purpose of the Certificate of Amendment was to (i) increase the number of authorized shares of Common Stock to 600,000,000, par value of one cent ($0.01) per share, (ii) cancel the existing authorized but unissued class of Series A Preferred Stock and (iii) authorize the issuance of 22,500 shares of a new class of Series A Convertible Preferred Stock, par value one-tenth of one cent ($0.001) per share. All of these actions were necessary to consummate the actions contemplated by the Debt Conversion Agreement. The Series A Convertible Preferred Stock is convertible into shares of the Company's Common Stock at an initial conversion price of $0.35 per share. About TelVue Corporation Mt. Laurel, N.J.-based TelVue Corporation is a broadcast technology company that specializes in playback, automation and workflow solutions for public, education and government ("PEG") television stations; cable, telephone company ("Telco") and satellite television providers; K-12 and higher education institutions; and professional broadcasters. The Company also reported a net loss of $2.43 million on $3.40 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.53 million on $2.71 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.62 million in total assets, $26.15 million in total liabilities, and a $24.52 million stockholders' deficit. ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial doubt about TelVue's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net accumulated deficit. TELVUE CORP: H.F. Lenfest Owns 91.9% of Common Stock ---------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, H.F. Lenfest disclosed that, as of March 16, 2012, it beneficially owns 126,193,963 shares of common stock and 14,285.714 shares of Series A Convertible Preferred Stock of TelVue Corporation, representing 91.9% and 100% respectively. The shares were acquired by the Reporting Person pursuant to the terms of that certain Debt Conversion Agreement by and between the Reporting Person and the Company, dated Jan. 11, 2012, and subsequently approved by the stockholders of the Company on March 12, 2012. Pursuant to the Debt Conversion Agreement, approximately $30.8 million in debt and accrued interest held by the Reporting Person was converted into shares of Common Stock and shares of Series A Convertible Preferred Stock of the Company. The source of funds that was used to create the approximate $30.8 million in debt and accrued interest was cash from the Reporting Person's personal funds. The loans to the Company that created such debt were not made by the Reporting Person with borrowed funds. On Jan. 11, 2012, the Company executed the Debt Conversion Agreement with the Reporting Person who holds nine Line of Credit Notes and a non-interesting bearing note, issued by the Company. Subsequently on March 12, 2012, the stockholders of the Company approved the Debt Conversion Agreement. The aggregate principal amount of the Notes is $25,941,000, and the Notes had accrued and unpaid interest of $4,921,082, as of March 16, 2012. Pursuant to the Debt Conversion Agreement, the Reporting Person (i) converted $20,941,000 of the principal amount of his Notes, plus all accrued but unpaid interest thereon and any additional interest accrued and unpaid on or before the closing of the Debt Conversion Agreement into shares of the Company's Common Stock, at a conversion price of $0.35 per share; and (ii) converted $5,000,000 of the principal amount of his Notes into 14,285.714 shares of the Company's Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock is convertible into shares of the Company's Common Stock at an initial conversion price of $0.35 per share. A copy of the amended schedule is available for free at: http://is.gd/G3gUb4 About TelVue Corporation Mt. Laurel, N.J.-based TelVue Corporation is a broadcast technology company that specializes in playback, automation and workflow solutions for public, education and government ("PEG") television stations; cable, telephone company ("Telco") and satellite television providers; K-12 and higher education institutions; and professional broadcasters. The Company also reported a net loss of $2.43 million on $3.40 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.53 million on $2.71 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.62 million in total assets, $26.15 million in total liabilities, and a $24.52 million stockholders' deficit. ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial doubt about TelVue's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net accumulated deficit. TELVUE CORP: Incurs $3.5 Million Net Loss in 2011 ------------------------------------------------- TelVue Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.49 million on $4.78 million of revenue in 2011, compared with a net loss of $5.88 million on $3.97 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.65 million in total assets, $27.12 million in total liabilities and a $25.46 million stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/HxkYMe About TelVue Corporation Mt. Laurel, N.J.-based TelVue Corporation is a broadcast technology company that specializes in playback, automation and workflow solutions for public, education and government ("PEG") television stations; cable, telephone company ("Telco") and satellite television providers; K-12 and higher education institutions; and professional broadcasters. ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial doubt about TelVue's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net accumulated deficit. As a result of the the material changes to the Company's financial position subsequent to Dec. 31, 2011, the Company believes any substantial doubt regarding the going concern assumption used in preparing the accompanying financial statements has been alleviated. TERRY DIEHL: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- The Salt Lake Tribune reports that developer Terry Diehl, a former member of the Utah Transit Authority board, filed on March 30, 2012, for Chapter 11 bankruptcy in Utah Bankruptcy Court. Public records show he owes more than $43 million. According to the report, Mr. Diehl's largest debt is with America First Credit Union in Ogden, to which he owes a total of more than $23 million for three separate loans he personally guaranteed. But the list of creditors includes everything from Las Vegas casinos to a woman seeking spousal support. Local construction and development companies are also owed large amounts, under Mr. Diehl's list of creditors that hold the 20 largest unsecured claims. The report notes Mr. Diehl has filed for bankruptcy at least once, in 1992. The report adds Mr. Diehl owes $11 million to Bodell Construction Co. of Salt Lake City; $1.49 million to South Mountain, LC, a company he helped found; $800,000 to Kaysville Development; and $350,000 to Cache Valley Bank. He also owes $500,000 for several cars, $72,000 in spousal support, and a combined $450,000 to the MGM Grand and Aria casinos in Las Vegas. According to the report, Mr. Diehl previously has been sued over some of the listed debts, including in a 2011 case in which he was ordered to pay $2 million to developers South Mountain and GEM. The plaintiffs accused Mr. Diehl of diverting the money into a retirement account. Both are among the top 20 creditors. The report relates Mr. Diehl had claimed that since the housing crisis of 2008, the 43 single-family homes planned for Tavaci property would not allow him to recoup his investment on the property at the base of Big Cottonwood Canyon. Mr. Diehl had hoped to secure the right to build about 300 condos, as well as a boutique hotel, restaurants and shops. Cottonwood Heights leaders balked at the high density but had offered a compromise of about 150 residential units. THOR INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Thor Industries, LLC 136 Campground Road Lake City, TN 37769 Bankruptcy Case No.: 12-50625 Chapter 11 Petition Date: March 30, 2012 Court: U.S. Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Dean B. Farmer, Esq. HODGES, DOUGHTY & CARSON PLLC P.O. Box 869 Knoxville, TN 37901 Tel: (865) 292-2307 Fax: (865) 292-2252 E-mail: dfarmer@hdclaw.com Scheduled Assets: $11,973,457 Scheduled Liabilities: $9,999,959 The petition was signed by R. Steven Williams, Sr., chief manager. Debtor's List of Its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Addicor Loan $127,509 P.O. Box 308 Caryville, TN 37714 Mirobo Loan $114,948 Boog Potter 10325 Yellow Pine Lane Knoxville, TN 37932 Souther Consulting Services $12,250 P.O. Box 10686 Knoxville, TN 37939 Clinton Utilities Board Services $10,042 Sturgill, Snyder & Associates Services $9,791 Econo Lift Boat Hoist, Inc. Purchases $7,712 Anderson County Water Authority Services $3,177 WTNZ, LLC Fox 43 Services $3,045 Rice Oil Company Services $2,912 TSYS Services $2,723 Troutman & Troutman, PC Services $2,500 United Healthcare Insurance Insurance Services $2,392 Cannon & Cannon, Inc. Services $2,135 Verizon Wireless Services $1,848 Lake City Water & Sewer Dept. Services $1,700 FFVA Mutual Insurance Services $873 Foundation Systems Engineering Services $832 Comcast Services $775 Campbell County Clerk Taxes $649 TONGJI HEALTHCARE: Delays Form 10-K for 2011 -------------------------------------------- Tongji Healthcare Group, Inc., has encountered a delay in assembling the information, in particular its financial statements for the fiscal year ended Dec. 31, 2011, required to be included in its Dec. 31, 2011, Form 10-K Annual Report. The Company expects to file its Form 10-K Annual Report with the U.S. Securities and Exchange Commission within 15 calendar days of the prescribed due date. About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., was incorporated in the State of Nevada on December 19, 2006. The Company operates Tongji Hospital, a general hospital with 105 licensed beds. The Company reported a net loss of $56,232 on $1.92 million of total operating revenue for the year ended Dec. 31, 2010, compared with a net loss of $324,335 on $1.87 million of total operating revenue during the prior year. The Company also reported a net loss of $45,730 on $1.90 million of total operating revenue for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $10.36 million in total assets, $10.19 million in total liabilities, and $165,086 in total stockholders' equity. As reported by the TCR on April 25, 2011, Kabani & Company, Inc., in Los Angeles, Calif., noted that the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. TRAINOR GLASS: U.S. Trustee Forms 3-Member Creditor's Committee --------------------------------------------------------------- The U.S. Trustee for Region 10 appointed three creditors to serve on an Official Committee of Unsecured Creditors in the Chapter 11 case of Trainor Glass Company. The members of the committee are: a) International Painters and Allied Attn: Gary Meyers Trade Industry Pension Fund 7234 Parkway Drive Hanover, MD 21076 b) Knowles Door Check Co., Inc. Attn: Brenda Greathouse 302 Highway 251 S. Olney, TX 76374 c) Oldcastle Building Envelope Attn: Mollie L. Hines 2745 Dallas Parkway, Suite 560 Plano, TX 75093 Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. The Hon. Carol A. Doyle oversees the case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. The Debtor estimated both assets and debts of between $50 million and $100 million. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. TRI-CITIES FUNERAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Tri-Cities Funeral Home, LLC, Debtor 2360 Highway 75 P.O. Box 111 Blountville, TN 37617 Bankruptcy Case No.: 12-50622 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Mark S. Dessauer, Esq. HUNTER, SMITH & DAVIS LLP 1212 North Eastman Road P.O. Box 3740 Kingsport, TN 37664 Tel: (423) 378-8840 Fax: (423) 378-8801 E-mail: dessauer@hsdlaw.com Estimated Assets: $500,001 to $1,000,000 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 Jeffrey Gasperson, sole member. TRI-CITIES MEMORY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Tri-Cities Memory Gardens, Inc. 2360 Highway 75 P.O. Box 6 Blountville, TN 37617 Bankruptcy Case No.: 12-50618 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Mark S. Dessauer, Esq. HUNTER, SMITH & DAVIS LLP 1212 North Eastman Road P.O. Box 3740 Kingsport, TN 37664 Tel: (423) 378-8840 Fax: (423) 378-8801 E-mail: dessauer@hsdlaw.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 Jeffrey Gasperson, president. TRIBUNE CO: Supplemental Disclosures Hearing Reset Sine Die ----------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware rescheduled the hearing to consider approval of the solicitation procedures and supplemental disclosure document for the Third Amended Joint Plan of Reorganization for Tribune Company and its debtor affiliates, from March 30, 2012, to a later date to be determined. The Court converted the March 30 hearing to a telephonic status conference only with respect to the Solicitation Procedures and Supplemental Disclosure Document. On March 16, 2012, Tribune; the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A. filed a modified Third Amended DCL Plan that assumes the Reorganized Debtors' Distributable Value at a range of $6.917 billion to $7.826 billion to $7.826 billion with an approximate mid-point of $7.372 billion. The Third Amended Plan eliminates the Creditors' Trust, which was included in previous plans, and updates the Debtors' valuation and financial projections. Tribune Chief Restructuring Officer Donald J. Liebentritt relates that, in response to the objections of certain creditors and because it no longer appears to serve its original purpose, the DCL Plan Proponents agreed to eliminate the Creditors' Trust. As a result, on the effective date of the Plan, all Holders of Senior Loan Claims, Bridge Loan Claims, Senior Noteholder Claims, Other Parent Claims, EGI-TRB LLC Notes Claims, and PHONES Notes Claims will retain any Disclaimed State Law Avoidance Claims that they may have under applicable law. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY NEWS. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Hearings Held on Allocation Disputes ------------------------------------------------ Bankruptcy Judge Kevin Carey held hearings on March 5, and 6, 2012 with respect to several disputes that affect distributions under Tribune Co.'s Third Amended Joint Plan of Reorganization. The Court has yet to rule on the Allocation Disputes. The Allocation Disputes primarily involve which categories of plan distributions are subject to the subordination provisions of the PHONES Notes Indenture and the subordination agreement governing the EGI-TRB LLC Notes and Other Parent Claims are entitled to the benefit of the PHONES and EGI-TRB Subordination Provisions. Per the Third Amended DCL Plan, the Allocation Disputes will not include any disputes regarding the allocation of distributions from the Creditors' Trust and the PHONES/Settlement. Allocation Response Briefs Before the hearing, parties-in-interest filed response briefs with respect to the Allocation Disputes. (A) Debtors The Debtors insisted that the Bankruptcy Court has jurisdiction to hear and resolve the Allocation Disputes and to move forward with and to enter an order regarding confirmation of the Third Amended Plan, notwithstanding the divestiture rule cited by Wilmington Trust Company. Regardless of how the merits of the contract subordination disputes are resolved, the Third Amended Plan provides for the same treatment and treatment elections for all Holders of Retiree Claims, regardless of whether they are Teitelbaum & Baskin LLP clients or not, the Debtors maintained. (B) Creditors' Committee The Official Committee of Unsecured Creditors asserted that the treatment of creditors provided for in the DCL Plan satisfies the requirements of the Bankruptcy Code and does not discriminate unfairly against the Senior Noteholders. The Creditors' Committee explained that it measured the possible harm to the dissenting class in arriving to its conclusion that the DCL Plan's initial distributions to Senior Noteholders are never more than 8.5% lower than the distributions they assert to be entitled to even if all disputed variables are resolved entirely in the Senior Noteholders' favor. The Debtors joined in the Creditors' Committee response brief. Separately, the Creditors' Committee adopts the Debtors' argument regarding the Bankruptcy Court's jurisdiction to hear and resolve the Allocation Disputes in connection with WTC's notice of appeal. (C) Oaktree Capital DCL Plan Proponent, Oaktree Capital Management, L.P., clarified that it does not have an evidentiary burden of establishing seniority under the applicable subordination agreements, as asserted by the Indenture Trustees. Here, the subordination agreements are plain on their face and the facts are not in dispute that the Swap Claim constitutes a "Senior Obligation under the EGI-TRB LLC Subordination Agreement and "Senior Indebtedness" under the PHONES Indenture, Oaktree insisted. (D) Aurelius Capital On behalf of Aurelius Capital Management, LP, on behalf of itself and its managed entities, William P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, contended that all factors weigh in favor of determining the priority of postpetition interest on Senior Indebtedness under the PHONES Subordination in connection with the resolution of the other Allocation Disputes. Senior Note Trustees Law Debenture Trust Company of New York and Deutsche Bank Trust Company of Americas, however, ignored that the PHONES Indenture does explicitly address the circumstance under which postpetition interest on Senior Indebtedness will be afforded senior status, he pointed out. In response to WTC, the PHONES Indenture is clear that the outstanding balance of the PHONES Notes was reduced by the amount of the tendered PHONES Notes once the Tendered PHONES Notes were delivered by DBTCA for exchange and ultimate cancellation, he argued. Thus, the claims of the tendering PHONES Noteholders should be allowed in the LOW PHONES amount of $759,252,932, he maintained. Aurelius joined in WTC's opening brief with respect to the assertion that the Class 1F Other Parent Claims, including the Swap Claim, Retiree Claims, Trade Claims, and other claims in the Other Parent Claim catch-all class, are not "Senior Indebtedness" under the PHONES Indenture. Aurelius also supports the positions in the Senior Note Trustees' opening brief, except for positions articulated in "Section III" of the Opening Brief. (E) Senior Notes Trustee In a joint response brief, the Senior Notes Trustees asserted that the terms of the Subordination Agreements clearly and unambiguously provide that the PHONES and EGI Notes are subordinate in right of payment to Senior Indebtedness and Senior Obligations as to any and all payments on account of those claims. Counsel to the Senior Note Trustees, Katharine L. Mayer, Esq., at McCarter & English, LLP, in Wilmington, Delaware, argued that the Times Mirror Retirees' and Oaktree's opening briefs reflect their inability to satisfy their burden to prove that they qualify as senior debt under the plain terms of the Subordination Agreements. Put simply, the recoveries under the current version of the DCL Plan grant the Other Parent Claims a percentage recovery on their claims at least 53% greater than the distribution to the Senior Noteholders, excluding the distribution to the PHONES and EGI Claims that must be reallocated to the Senior Notes under the Subordination Agreements and Section 510(a) of the Bankruptcy Code, she pointed out. (F) Davidson Kempner Davidson Kempner Capital Management LLC, as indenture investment advisor, and Brigade Capital Management, LLC joined in the Senior Notes Trustees' response brief. Each of Davidson Kempner and Brigade Capital wishes to clarify for the Court that neither of them was ever a proponent of the Noteholder Plan, nor did any of them ever join in the Noteholders' objection to confirmation of the DCL Plan. Thus, the joining parties ask the Court to not consider any of the assertions made by Oaktree of its opening brief to apply to them. (G) Wilmington Trust In connection, WTC insisted that the PHONES and EGI contractual subordination should be enforced strictly. Notably, the PHONES Indenture provides that WTC subrogates to each and every dollar of senior creditor claim satisfied by contractual subordination turnover, and that is true even respecting senior creditor claims satisfied via reallocation from EGI-TRB to WTC and from WTC to senior creditors, counsel to WTC, William D. Sullivan, Esq., at Sullivan Hazeltine Allinson PLC, in Wilmington, Delaware, explained. He further averred that the PHONES are senior in right of payment to the EGI-TRB Notes. While there were some changes to the business terms, and an additional restriction on the scope of subordination to exclude trade payables and accrued expenses from "Senior Obligations," the evidence overwhelmingly shows that the relevant terms of the EGI Subordination Agreement remain substantially the same, including as to the PHONES, he insisted. (H) EGI-TRB EGI-TRB maintained that there is no basis for the Court to reconsider its ruling that Chapter 5 avoidance recoveries are not assets of Tribune as sought by Oaktree and Law Debenture. As of the Petition Date, a debtor has no legal or equitable interest in the funds it transferred prepetition, so those funds could not be among a debtor's assets. Moreover, the EGI-TRB Subordination Agreement does not subordinate EGI-TRB's right to participate in Chapter 5 avoidance recoveries, he argued. The EGI-TRB Note is senior to the PHONES with respect to avoidance recoveries and that EGI-TRB is not required to pay over to the Senior Obligations its pro rata share of the PHONES' avoidance recoveries, he maintained. (I) TM Retirees On behalf of the TM Retirees, Jay Teitelbaum, Esq., at Teitelbaum & Baskin, LLP, in White Plains, New York, noted that any issue relating to the PHONES Claims being subordinated to the proceeds of the DCL Plan Settlement has been resolved. Pursuant to the rules of construction applied by the Court in the Reconsideration Decision, the EGI Subordination Agreement applies to all payments and distributions under the Third DCL Plan, including with respect to the proceeds of the Litigation Trust and the DCL Plan Settlement, he pointed out. Notwithstanding what Law Debenture, WTC and EGI-TRB will say to further their own interests, the prior rulings of the Court and the principles of contract interpretation upon which those parties purport to rely, indisputably demonstrate that the TM Retiree Claims are Senior Indebtedness and Senior Obligations, he insisted. * * * In connection with the Allocation Disputes Hearing, the parties entered into stipulations of facts with respect to documents that may be treated for evidentiary purposes. Subsequently, the parties jointly filed a master exhibit list, as amended, for use in connection with the Allocation Dispute Hearing. The exhibits are grouped by these categories: * PHONES Operative Documents; * EGI-TRB Operative Documents; * Swap; * Retirees; * Remaining Other Parent Claims; * Unfair Discrimination; * High/Low PHONES; and * PHONES/EGI-TRB Priority. At the March 6 hearing, the Debtors asked the Court to place the individual retirement agreements (a.k.a. letter agreements) of certain TM Retirees under seal and the Court, hearing no objections, agreed. At the Debtors' behest, the Court placed Exhibits 39 and 40 under seal as deemed confidential exhibits. Parties File Rebuttal Letters Following the Allocation Dispute hearings, the parties filed rebuttal letters addressing certain positions asserted during the Allocation Dispute hearings. (A) Debtors Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin LLP, in New York, argued that the Senior Noteholders do not have a legal, non-bankruptcy entitlement to 100% of the subordinated creditors' portion of the settlement proceeds even if the Court concludes that none of the Other Parent Claims are entitled to seniority. On the contrary, the PHONES and EGI-TRB Notes are subordinated not only to the Senior Noteholders but also to the Senior Lenders and Bridge Lenders, he clarified. Under the DCL Plan Settlement, the LBO Lenders have provided at least $445.6 million in settlement consideration of which $174.5 million would be distributed to holders of the PHONES and EGI-TRB Notes but for the subordination of such obligations, he noted. Moreover, the LBO Lenders' waiver of their rights to seniority provides the Senior Noteholders with far more than their legal entitlements. In this context, in which the Senior Lenders are bypassing their contractual subordination rights, the Court can appropriately rely on Section 1129(b) of the Bankruptcy Code, in determining whether or not this settlement unfairly discriminates, he asserted. (B) Senior Note Trustee In response, the Senior Note Trustees complained that the Debtors' March 9, 2012 letter is procedurally improper because it is not a rebuttal to their arguments, but a late response to the Senior Note Trustees' Opening Briefs. The Senior Note Trustees thus asked the Court to disregard the March 9 letter. In the alternative, the Senior Note Trustees sought Court permission to file a letter that responds to the "Debtors' entirely new, yet specious argument." In the letter, David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, counsel to the Senior Note Trustees, argued that the Debtors' contention that the DCL Plan Proponents may, by virtue of such subordination rights, divert to the holders of Other Parent Claims Settlement proceeds that should be paid over to Senior Noteholders is without merit. The DCL Plan Proponents have never disclosed that the Settlement includes such a provision nor could the Court approve such a provision, he insisted. Counsel to the Debtors, Mr. Conlan reminded the Court that counsel for WTC argued during the hearing regarding the Senior Noteholders' purported legal entitlement to 100% of the settlement proceeds that would be distributed to holders of the PHONES and EGI-TRB Notes. He maintained that the Debtors' March 9 Letter squarely addresses this contention. (C) Creditors' Committee The Creditors' Committee responded to WTC's suggestion at the hearing that giving effect to the plain meaning of the phrase "notwithstanding section 510(a)" in Section 1129(b) of the Bankruptcy Code would "eviscerate" contractual subordination..." Counsel to the David LeMay, Esq., at Chadbourne & Parke LLP, in New York, argued the "fair and equitable test" prevents subordination agreements from being subverted for the benefit of the subordinated classes. The "unfair discrimination" test's materiality element ensures basic "horizontal" fairness as between the Senior Noteholders and the Other Parent Claims, he pointed out. Allowing a plan to have flexibility in the treatment of different classes -- so long as it is fair and equitable" to, and does not "discriminate unfairly" against, dissenting classes -- is entirely consistent with the terms of Section 1129(b) and the purposes of Chapter 11, he insisted. (D) Other Parties Other parties offered these rebuttal arguments, including: (1) On behalf of Oaktree, James Johnston, Esq., at Dewey & LeBoeuf LLP, in Los Angeles, California -- jjohnston@deweyleboeuf.com -- argued that to the extent the Court considers evidence beyond the plain language of the subordination agreements, the record of extrinsic evidence clearly establishes that the Swap Claim is senior to both the PHONES Notes and the EGI Subordinated Notes. Notably, that EGI -- the party that actually negotiated the EGI Subordination Agreement -- never argued that the Swap Claim was not a "Senior Obligation," he pointed out. (2) Aurelius and the Senior Note Trustees insisted that the EGI Subordination Agreement plainly requires turnover to holders of Senior Obligations of all payments on "Subordinated Obligations." Likewise, the EGI Noteholders may not exercise any right to receive a turnover of distributions from the PHONES Noteholders, or to share in any proceeds of Chapter 5 causes of action before Senior Obligations are paid in full in cash, the Senior Noteholders argued. (3) Mr. Rosner stated that Brian Whittman testified that neither the Financial Accounting Standards nor GAAP distinguishes between expenses accrued as current liabilities and expenses accrued as non-current liabilities to define an accrued expense, in contrast to the TM Retirees' assertion. More importantly, the DCL Plan is not only depriving the Senior Noteholders of the full benefit of the subordination provisions and discriminating against them by no less than 53% but is also diverting such recovery to other classes, Mr. Rosner insisted. (4) Counsel to EGI-TRB, David J. Bradford, Esq., at Jenner & Block LLP, in Chicago, Illinois, clarified that because EGI- TRB is subordinated only as to "assets of the Company," the Court's analysis in its Oct. 31 Confirmation Opinion, rather than In re Exide Technologies, 303 B.R. 48 (Bankr. D. Del 2003) or the Reconsideration Opinion applies. Exide is relevant, but only because it demonstrates the type of express language that sophisticated parties use to subordinate the re-allocation of settlement payments from third parties; that language is conspicuously absent from the EGI-TRB Subordination Agreement, he averred. (5) The TM Retirees' counsel, Mr. Teitelbaum explained that the TM Retiree obligations assumed in the merger were recorded as a non-current liability -- not an expense. Law Debenture ignores the distinction with a misleading citation to a textbook, he asserted. To the extent that any portion of the obligations to the TM Retirees could be characterized as an accrued expense, it is only the $5.899 million current liability identified by Tribune, he said. The assumption of the obligations by Tribune in the merger is not an obligation incurred in the ordinary course of business, he insisted. During the March 5 hearing, counsel for WTC acknowledged that the Indenture Trustee is no longer prosecuting the PHONES/Settlement Dispute in connection with the Allocation Dispute hearings before the Court, but is instead reserving its rights with respect to, among other things, the PHONES/Settlement Dispute, according to the Third Amended DCL Plan. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY NEWS. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Pulls Out TV Stations From DirecTV ---------------------------------------------- Tribune Company said March 31, 2012, that its television stations in 19 markets across the country will no longer be available via DirecTV, denying subscribers access to the local news, traffic, weather, sports and entertainment programming provided by those stations, effective March 31. DirecTV subscribers will also be unable to watch WGN America, Tribune's national cable network. Tribune Broadcasting's contract with DirecTV was slated to expire March 31 and a new agreement has not been reached. By federal law, without an agreement in place, DirecTV cannot carry the signal of Tribune's local television stations. Tribune's local stations in the eastern time zone will be the first to be denied by DirecTV to its subscribers. Stations in other time zones will follow. "This situation is extremely unfortunate," said Nils Larsen, Tribune Broadcasting president. "We don't want anyone to lose the valuable programming we provide, but we simply cannot get fair compensation from DirecTV and we cannot allow DirecTV to continue taking advantage of us." DirecTV has never compensated Tribune for the rebroadcast of its television stations and Tribune is asking for an agreement that is similar to those that DirecTV already has in place with hundreds of other broadcasters and program providers. "As baseball season gets underway, DirecTV's inflexibility means sports fans in some of our local markets such as Chicago, Philadelphia, and Washington, will be deprived of one of baseball's most cherished events -- Opening Day," said Mr. Larsen. In Chicago, Cubs and White Sox baseball games broadcast on WGN-TV will be lost to subscribers, including the home openers of both teams. DirecTV subscribers in Philadelphia will lose access to Phillies baseball on WPHL-TV, including the team's home opener. In Washington, D.C., subscribers who are fans of the Nationals will not be able to see Nationals games on WDCW-TV, including their Opening Day contest with the Chicago Cubs. In New York, DirecTV subscribers will lose access to Mets baseball broadcast via WPIX-TV. Finally, DirecTV subscribers across the country will lose access to HD sports programming such as Chicago Cubs and Chicago White Sox baseball broadcast by WGN America. "In addition, local news, weather, traffic and sports coverage will also be lost, as well as the high-quality entertainment programming we offer on our local stations," said Mr. Larsen. "This is a terrible outcome for the communities we serve and we regret that DirecTV has put us in this position." In those markets in which Tribune owns the local Fox affiliate, DirecTV subscribers will lose entertainment programming such as "American Idol," "Glee," "New Girl" and sports programming such as NASCAR and Major League Baseball. In those markets where Tribune owns the local affiliate of The CW Network, DirecTV subscribers will lose programming such as "America's Next Top Model," "Gossip Girl," "Supernatural," "Vampire Diaries," and the series finale of "One Tree Hill." In New Orleans, where Tribune owns the local ABC affiliate, "Modern Family," and NBA basketball games will be unavailable to subscribers. "There are options for DirecTV subscribers," said Mr. Larsen. "They don't have to miss their regular news or favorite shows. Our broadcast stations are available for free in HD with a TV antenna or through an alternative pay-TV provider." Tribune has established a web site, www.telldirectv.com, to enable DirecTV subscribers to register their concerns about losing this valuable programming. "We've seen tremendous traffic to the website and a very high volume of calls, and we know that people will be disappointed and upset," said Mr. Larsen. "We're urging DirecTV subscribers to continue to make sure they are heard by calling DirecTV and engaging in social media via Twitter and Facebook." TRIBUNE is one of the country's leading multimedia companies, operating businesses in broadcasting, publishing, and interactive. The company's broadcasting group owns or operates 23 television stations, WGN America on national cable and Chicago's WGN-AM. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, The Baltimore Sun, Sun Sentinel (South Florida), Orlando Sentinel, Hartford Courant, The Morning Call and Daily Press. Popular news and information Web sites complement Tribune's print and broadcast properties and extend the company's nationwide audience. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY NEWS. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRY US: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------- Debtor: Try Us, LLC 636 Old Route 66, #21 St. Robert, MO 65584 Bankruptcy Case No.: 12-60553 Chapter 11 Petition Date: March 30, 2012 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Tyce S. Smith, Esq. SMITH & TURLEY P.O. Box 494 Waynesville, MO 65583 Tel: (573) 336-5222 Fax: (573) 336-2282 E-mail: tyce@smithturley.com Scheduled Assets: $2,745,250 Scheduled Liabilities: $2,836,453 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb12-60553.pdf The petition was signed by Imogene Springer, trustee of The Springer Trust. TUMBLE BROOK: Members Form Group to Acquire Club's $8MM Debt ------------------------------------------------------------ The Hartford Courant reports that Brian Newman, president of Tumble Brook Country Club, said 79 of the country club's members have formed a limited liability corporation, TBCC Investor, to acquire the club's $8 million of debt from a lender. According to the report, the Club filed for Chapter 11 bankruptcy reorganization due to a decline in membership beginning in 2008 and had difficulty keeping up with debts associated with improvements made at its course. "It really puts us in control of our destiny," the report quotes Mr. Newman as saying. He said he hoped that Tumble Brook would emerge from bankruptcy by the end of April. "We're creating a sound financial foundation." Tumble Brook was formed in 1922. It opened its first nine-hole course in 1924, expanded to 18 holes in 1949 and to 27 holes in 1970, according to the club's Web site. Based in Bloomfield, Connecticut, Tumble Brook Country Club Incorporated operates a golf course. The Company filed for Chapter 11 protection (Bankr. D. Conn. Case No. 12-20570) on March 15, 2012. Judge Albert S. Dabrowski presides over the case. Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C., represents the Debtor. The Debtor listed assets of $4,591,597 and liabilities of $8,167,295. UNILAVA CORPORATION: Delays Form 10-K for 2011 ---------------------------------------------- Unilava Corporation was unable, without unreasonable effort and expense, to prepare the financial statements for the period ended Dec. 31, 2011, in sufficient time to allow the timely filing of its Annual Report for the period ended Dec. 31, 2011. About Unilava Corporation Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava Corporation and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier-grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high-definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava Corp. delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. The Company reported a net loss of $1.00 million in 2010, compared with a net loss of $1.81 million in 2009. The Company also reported a net loss of $1.07 million for the nine months ended Sept. 30 2011. The Company's balance sheet at Sept. 30, 2011, showed $4.12 million in total assets, $6.05 million in total liabilities and a $1.93 million total stockholders' deficit. As reported by the TCR on April 14, 2011, De Joya Griffith & Company, LLC, in Henderson, Nevada, said that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. The Company has recently sustained operating losses and has an accumulated deficit of $2.38 million at Dec. 31, 2010. In addition, the Company has negative working capital of $4.59 million at Dec. 31, 2010. UNITED RETAIL: Files Scheduled of Assets and Liabilities -------------------------------------------------------- United Retail Group, Inc., filed with the U.S. Bankruptcy Code for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $4,133,838 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $34,721,674 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims ($20,861,460) ----------- ----------- TOTAL $4,133,838 $13,860,214 A full-text copy of the schedules is available for free at http://bankrupt.com/misc/UNITED_RETAIL_sal.pdf 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. CBIZ MHM, LLC and CBIZ, Inc., serves as its financial advisor. VIEW SYSTEMS: Delays Form 10-K for 2011 --------------------------------------- View Systems Inc. was informed by its present auditor that his State of Ohio license renewal has been delayed, which will cause him to be unable to render an audit opinion for the Company on a timely basis. Accordingly, the Company will not be able to file timely its Form 10-K for the period ended Dec. 31, 2011. About View Systems Baltimore, Md.-based View Systems, Inc., develops, produces and markets computer software and hardware systems for security and surveillance applications. The Company reported a net loss of $368,329 on $576,735 of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $294,065 on $722,042 of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.48 million in total assets, $1.82 million in total liabilities, and a $339,294 total stockholders' deficit. As reported in the TCR on March 15, 2011, Robert L. White & Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt about View Systems' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss of $513,353 for the year ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787 at Dec. 31, 2010. VYCOR MEDICAL: Incurs $4.7 Million Net Loss in 2011 --------------------------------------------------- Vycor Medical, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.77 million on $971,367 of revenue in 2011, compared with a net loss of $1.98 million on $316,450 of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.57 million in total assets, $2.69 million in total liabilities and $875,324 in stockholders' equity. Paritz & Company, P.A., in Hackensack, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. A copy of the Form 10-K is available for free at: http://is.gd/9eqA08 About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. WAVE SYSTEMS: Incurs $10.8 Million Net Loss in 2011 --------------------------------------------------- Wave Systems Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $10.79 million on $36.14 million of total net revenues in 2011, a net loss of $4.12 million on $26.05 million of total net revenues in 2010, and a net loss of $3.34 million on $18.88 million of total net revenues in 2009. The Company's balance sheet at Dec. 31, 2011, showed $30.12 million in total assets, $18.58 million in total liabilities and $11.54 million in total stockholders' equity. * Going Concern The Company will be required to sell additional shares of common stock, preferred stock, obtain debt financing or engage in a combination of these financing alternatives, to raise additional capital to continue to fund its operations for the twelve months ending Dec. 31, 2012. If Wave is not successful in executing its business plan, it will be required to sell additional shares of common stock, preferred stock, obtain debt financing or engage in a combination of these financing alternatives or it could be forced to reduce expenses which may significantly impede its ability to meet its sales, marketing and development objectives, cease operations or merge with another company. No assurance can be provided that any of these initiatives will be successful. Due to its current cash position, capital needs over the next year and beyond, and the uncertainty as to whether it will achieve its sales forecast for its products and services, substantial doubt exists with respect to Wave's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/LzMkGX About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. WEST END: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: West End Truck Parts, Inc. aka Attic Away from Home West End Mini Storage 893 Noxontown Road New Castle, DE 19734 Bankruptcy Case No.: 12-11033 Chapter 11 Petition Date: March 27, 2012 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtor's Counsel: Donna L. Harris, Esq. PINCKNEY, HARRIS & WEIDINGER, LLC 1220 N. Market Street, Suite 950 Wilmington, DE 19801 Tel: (302) 504-1499 - Direct Fax: (302) 442-7046 E-mail: dharris@phw-law.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors does not contain any entry. The petition was signed by Robert D. McKeown, Jr., president. WESTERN APARTMENT: Trustee Accepts Offer for Maui Oceanfront ------------------------------------------------------------ Pacific Business News reports that Joe Toy, bankruptcy trustee in the Chapter 11 case of Western Apartment Supply & Maintenance Co., has commenced taking offers for Maui Oceanfront Days Inn that located right between Kihei and Wailea. According to the report, Mr. Toy said he will take bids of at least $7 million on the hotel for the next six weeks, at most. However, Mr. Toy said he will take the first acceptable offer for the 88-room hotel to the court for approval before the six weeks is up. The lender, OneWest Bank, has a first mortgage of $12 million and a second lien of $300,000 on the property, but has stated it would not make a credit bid of more than $7 million, Mr. Toy said. The report relates the Maui Oceanfront Days Inn is comprised of six two-story buildings and a 6,400-square-foot free-standing restaurant -- Sarento's on the Beach. It has 22 years left on the lease with the state for the land. The report notes about 30 prospective buyers have expressed interest in the property, but so far only two have put down the $500 fee required to conduct due diligence. There is a tentative hearing scheduled for May 21, at which Mr. Toy plans to submit a motion to approve and confirm a bid. About Western Apartment Supply Western Apartment Supply & Maintenance Company owns and operates the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei, Maui Hawaii. It filed a Chapter 11 petition (Bankr. D. Hawaii Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011. Jeffery S. Flores, Esq., and Jerrold K. Guben, Esq., at O'Connor Playdon & Guben LLP, serve as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts between $10 million and $50 million. This is the third time Western Apartment has sought bankruptcy protection. It first filed a Chapter 11 petition (Case No. 04-00072) in January 2004 then returned to Chapter 11 (Case No. 06-00459) in July 2006. Both cases were dismissed and Western Apartment continued to operate the hotel. WILLBROS UNITED STATES: Moody's Reviews 'B3' CFR for Downgrade -------------------------------------------------------------- Moody's Investors Service has placed Willbros United States Holdings Inc.'s B3 corporate family rating, Caa1 probability of default rating, and B3 senior secured bank ratings under review for downgrade. At the same time, Moody's has affirmed the company's SGL-4 speculative liquidity rating (indicating weak liquidity). The ratings review is driven by uncertainty as to when Willbros' parent, Willbros Group Inc. ("WGI") will be able to complete its financial statements for the fiscal year ended December 31, 2011. The statements have been delayed due, in part, to the existence of material weaknesses in internal controls related to accounting for income taxes. Moody's is concerned that, should WGI be unable to file its statements by April 9th, the company could trigger a default in its bank credit agreement. RATINGS RATIONALE The review will focus on (i) the likelihood that the company will file its statements by April 9, 2012 or otherwise obtain any necessary waivers from its lenders, (ii) the potential that Willbros' leverage, cash flows and liquidity could be adversely impacted by an ongoing sizeable lawsuit, (iii) the company's plans to remedy its internal control weaknesses and (iv) improve its liquidity position. The principal methodology used in rating Willbros United States Holdings, Inc was the Global Construction Industry Methodology published in November 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 Houston, Texas, Willbros United States Holdings, Inc. is a wholly-owned subsidiary of publicly traded Willbros Group, Inc. The companies provide engineering and construction (E&C) services to the oil, gas and power industries, and also provide end-to-end infrastructure construction services, primarily for the electric and natural gas utility end-markets. Revenue for the last twelve months ended September 30, 2011 was about $1.7 billion. WINDMILL DURANGO: Court Denies Beal Bank's Plea for Relief of Stay ------------------------------------------------------------------ The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the District of Nevada denied creditor Beal Bank's motion for stay pending appeal of order granting Windmill Durango Office, LLC's Second Amended Plan of Reorganization. The Court also ordered that the Debtor may elect to consent to the stay of the Plan confirmation order. If the Debtor elects to consent to a stay pending appeal, any payments made to creditor Beal Bank pursuant to the Second Amended Plan will be made to and held in the Bankruptcy Court Registry until the time as the appeal is resolved. On Dec. 21, 2011, the Court confirmed the Debtor's Amended Plan of Reorganization dated April 6, 2011, subject to the filing of a Second Amended Plan incorporating the Court's findings as to appropriate interest rate and incorporating the Court's assumption as to creditor Beal Bank's potential claim amount. The Second Amended Plan was filed on Dec. 19, 2011. As reported in the Troubled Company Reporter on July 29, 2011, under the Plan, payments and distributions will be funded by the plan proponent. The Debtor purposely has proposed monthly Plan payments to Beal Bank in the amount of approximately $66,086. The rents collected from Allegiant Air in the current monthly amount of $138,254 exceed the monthly Plan payments and the monthly operating budget. The Debtor will maintain the difference in order to fund the Plan in the future should any difficulties arise pertaining to tenant, Allegiant Air. All unsecured creditors will receive payment of 100% of their claims filed. This amount will be paid 90 days after entry of the confirmation order. A full-text copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/WINDMILLDURANGO_AmendedDS.pdf About Windmill Durango Las Vegas, Nevada-based Windmill Durango Office, LLC, currently owns 4.49 acres of commercial real estate developed with a Class A office with improvements in Clark County, Nevada. IDC Windmill Durango, LLC, is the general partner of Windmill Durango, LP, which is the sole member of the Debtor. The Debtor is managed by Jeff Susa, Manager of IDC Windmill Durango, LLC. The Company filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No. 10-25594). Zachariah Larson, Esq., and Shara Larson, Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as counsel. The Debtor proposed the law firm of Flangas McMillan Law Group as special counsel. The Debtor disclosed $21,389,774 in assets and $16,535,000 in liabilities as of the Petition Date. Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No. 10-18056) filed for Chapter 11 protection on May 3, 2010. The Debtor listed $21,389,774 in assets, and $16,543,355 in debts. WORLDGATE COMMUNICATIONS: Files to Liquidate -------------------------------------------- Worldgate Communications Inc., a Trevose, Pennsylvania-based developer of technology for two-way digital video phones, filed a Chapter 7 petition (Bankr. D. Del. Case No. 12-11106) on March 30, 2012. The Debtor estimated less than $500,000 in assets and $10 million to $50 million in debt as of the Chapter 11 filing. Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that the last publicly filed financial statements as of Sept. 30 carried assets on the books for $5.6 million, the largest component being $4.6 million in deferred debt issuance costs. Liabilities totaled $11.3 million, including $5.2 million in accounts payable. XTREME GREEN: Incurs $2.2 Million Net Loss in 2011 -------------------------------------------------- Xtreme Green Products Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.16 million on $1.73 million of total revenue in 2011, compared with a net loss of $2.12 million on $476,671 of total revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.25 million in total assets, $2.41 million in total liabilities and a $1.16 million total stockholders' deficit. Kingery & Crouse PA, in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses from operations and has working capital and stockholder deficiencies. A copy of the Form 10-K is available for free at: http://is.gd/vtHen6 Based in North Las Vegas, Nev., Xtreme Green Products Inc. is an eco-vehicle company that designs, develops and manufacXtures revolutionary, green, 100% electric powered products such as Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs) All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles. * MERS Judge Sets Aside Bankruptcy Court's Critical Ruling ---------------------------------------------------------- Bloomberg News reports that Merscorp Inc., operator of the electronic-registration system for about half of all U.S. home mortgages, got a court to set aside a bankruptcy judge's opinion criticizing its right to transfer the mortgages among members. U.S. District Judge Joanna Seybert in Central Islip, New York, on March 28 vacated part of U.S. Bankruptcy Judge Robert E. Grossman's February 2011 decision in the bankruptcy of Ferrel L. Agard. Merscorp, based in Reston, Virginia, runs Mortgage Electronic Registrations Systems, or MERS. "The issue of whether MERS had authority to assign the mortgage was no longer before the bankruptcy court," Judge Seybert wrote. "There was no longer a live case or controversy." Whether MERS can continue doing business in New York without changing procedures is still up for grabs, says Bill Rochelle, the bankruptcy columnist for Bloomberg News. Mr. Rochelle recounts that in February 2011 Judge Grossman wrote a 37-page opinion concluding that the MERS system by itself doesn't prove ownership of a mortgage and thereby entitle the purported lender to file a motion in bankruptcy seeking permission to foreclose. MERS appealed the ruling. According to Mr. Rochelle, Judge Seybert in a 12-page opinion vacated the part of Judge Grossman's decision ruling that MERS didn't have standing. Because it was already decided in state court that the purported lender had the right to foreclose, Judge Seybert said there was no longer a live case or controversy. As a result, Judge Grossman's opinion analyzing the MERS system was "an unconstitutional advisory opinion and must be vacated," she said. Judge Seybert didn't reach the question of whether Judge Grossman's analysis of the MERS system is correct or incorrect. The case on appeal in district court is Agard v. Select Portfolio Servicing Inc., 11-1826, U.S. District Court, Eastern District New York (Central Islip). The case in bankruptcy court was In re Agard, 10-77338, U.S. Bankruptcy Court, Eastern District of New York (Central Islip). * Moody's Says Healthcare Cos. to Face Reimbursement Pressures -------------------------------------------------------------- Despite the distractions of an election year and the Supreme Court review of the Affordable Care Act, healthcare companies and providers are looking beyond immediate issues as they seek to offset resultant lower healthcare spending, says Moody's in its latest Healthcare Quarterly. "Both government and private industry are seeking ways to curb healthcare spending which will pressure reimbursements to healthcare providers, as well as reducing spending on drugs and medical devices," said Peter Abdill, a Moody's Managing Director. Moody's new report examines how life sciences and pharmaceutical companies, insurers, for-profit and non-profit hospitals, medical device manufacturers and real estate investment trusts (REITS) are planning to deal with upcoming shifts in the industry. Pharmaceutical manufacturers are shying away from blockbuster sales models of the past and instead focusing on innovative, high- value products in specialty disease areas, says Moody's. Hospitals will need to offset continued pressure on reimbursement levels. Moody's expects robust acquisition activity among the for- profit hospital operators as management teams seek to increase scale and efficiency. Non-profit hospitals will also focus on gaining efficiencies and building scale, particularly through improved information technology, says the report. Insurers, on the other hand are looking to improve behavior by producers and patients, including bonus payments for improved care quality and patient satisfaction scores. Insurers hope that behavioral change will lead to greater cost-savings, says Moody's. Cost-savings will be key for device manufacturers too, says Moody's. Manufacturers will need to ensure that their products are cost-effective as hospital administrators become increasingly involved in purchasing decisions -- traditionally left to medical personnel. Shrinking reimbursements may impact rent payments for REITs, although rate cuts would need to be significant before operators reduced paying rents, notes the report. Moody's Healthcare Quarterly is a series of reports that examine upcoming changes and implications for the healthcare industry, from hospitals to insurers to REITS. The first issue offered Moody's take on the congressional supercommittee's most likely deficit-reduction proposals, and the possible impact on the credit of healthcare-related companies. * Moody's Says Weak Demand Weigh on Global Paper Companies ---------------------------------------------------------- The negative outlook for the global paper and forest products sector reflects weakening demand and lower prices, according to a new industry outlook by Moody's Investors Service. "The weak economic environment in Europe coupled with the secular decline in paper consumption is driving down demand," said Ed Sustar, a Moody's Vice President -- Senior Credit Officer. "We anticipate that average prices for most product grades in the sector will be lower in 2012 as excess capacity causes product inventories to increase slightly." The report notes that offsetting soft demand and low pricing with cost-cutting measures will be difficult for most paper companies, as aggregate input costs for fiber, chemicals and energy will be flat . As a result, Moody's expects aggregate operating income for the global paper and forest products industry will decline in 2012. "Consolidation within product grades should help some producers better align their production and expansion plans with demand, and prevent the build-up of inventory that leads to weaker pricing", said Sustar. It is also expected that production discipline and further consolidation will lead to the elimination of high-cost operating capacity. Moody's expects that European producers will see a continuing decline in demand and pricing, as the Euro area enters a mild recession in 2012, while North American producers may see a slight decline in operating income, reflecting lower pricing and paper demand. Operating income for Latin American producers will also decrease due to weakening prices for market pulp and declining demand for exports, but this will be partially offset by resilient domestic demand. * Deloitte & CRG Partners Execute Asset Purchase Agreement ---------------------------------------------------------- As a major expansion of its financial restructuring, turnaround management and bankruptcy reorganization capabilities, Deloitte on Tuesday announced it has reached an agreement to purchase substantially all of the assets of CRG Partners, a turnaround and restructuring firm. Terms of the deal were not disclosed. The closing is anticipated shortly once certain closing conditions are met. "Investing in our restructuring and financial advisory capabilities is one of our top priorities," said David Williams, chief executive officer, Deloitte Financial Advisory Services LLP. "Combining our collective resources and talent significantly enhances Deloitte's competitive profile in terms of size, scale and scope, giving us a leading edge in the marketplace." Based in New York, CRG Partners is a provider of operational and financial restructuring services, specializing in creating value for the stakeholders of underperforming companies. In 2010, CRG Partners was the recipient of the Turnaround Management Association's Mega Company Turnaround of the Year Award for its work with Pilgrim's Pride Corporation. CRG Partners is also credited with successfully managing Major League Baseball's Texas Rangers through its bankruptcy and sale. "Deloitte shares CRG Partners' passion for tackling complex business problems and maximizing value," said Stephen Gray, managing partner of CRG Partners. "Deloitte's breadth of services, depth of industry experience and international reach provides CRG with the platform and vision to continue to grow a world-class restructuring practice." "This strategic acquisition is a springboard for our practice in broadening its footprint and advancing our position as a leading provider of restructuring and reorganization services," said Sheila Smith, national Reorganization Services Group leader at Deloitte. "With the addition of our new team members, we look forward to continuing to exceed the expectations of our clients." Collectively, the member firms of Deloitte Touche Tohmatsu Limited have more than 1,000 professionals providing restructuring services and are repeatedly ranked as one of the top global non- investment bank bankruptcy advisors by The Deal. Deloitte Financial Advisory Services LLP is a subsidiary of Deloitte LLP. * Public Finance Lawyer Predicts More Chapter 9 Filings in 2012 --------------------------------------------------------------- Recall the hot water that enveloped uber-analyst Meredith Whitney for predicting a flood of municipal market defaults . . . that never happened! So why is a prominent public finance attorney making his own calls for a fresh round of implosions in the tax-exempt sector? David Dubrow of Arent Fox in New York sees a possible fresh wave of Chapter 9 bankruptcy filings by U.S. cities this year -- especially in Rhode Island, California, Pennsylvania, Michigan, Ohio, Indiana and other states. "A lot of medium-sized cities around the country remain under fiscal distress, whether from structural deficits, depressed local real estate markets, an inability to raise taxes, heavy debt loads and especially unfunded pension liabilities," says Mr. Dubrow, who heads Arent Fox's Tax Exempt Bond Recovery Group. The group represents major bond insurers, bondholders and trustee clients in several high-profile muni defaults, including Stockton and Hercules City California, Central Falls, Rhode Island and Harrisburg, Pennsylvania. He also points to problems posed by big-ticket public works -- from sewer systems to waste disposal projects to new hospitals -- that ended up costing much more than projected, with less revenue available to cover their costs (see Harrisburg's $280 million incinerator). But because of pronounced differences in state law, some cities may fare better than others through bankruptcy. In Rhode Island, where Providence, East Providence and Pawtucket are among the highest-risk cities, Mr. Dubrow notes that a law was passed in 2011 giving general obligation bondholders important first-lien claims on all taxes and revenues, thereby giving bondholders priority over local unions in getting paid in any restructuring. Moreover, Mr. Dubrow explains, Rhode Island recently created a special receivership statute, giving a state-appointed receiver emergency powers to take over city finances and negotiate collective bargaining agreements and other contracts with municipal workers in the event of a default. Such authority -- including the receiver's ability to file a Chapter 9 petition over objections of city council or the Mayor -- may be critical in maintaining public worker payroll or essential services for residents. "Even though its cities are some of the most precarious in terms of financial health, Rhode Island has put a legal regime in place that could minimize the pain and stigma of a bankruptcy filing and actually facilitate a positive outcome for stakeholders," Mr. Dubrow says. In contrast, he points to the lack of legal clarity in Alabama, where Jefferson County has struggled in the wake of its own Chapter 9 filing last November under the weight of a $3 billion sewer financing. "It's not that conditions are necessarily becoming more dire that will force a new crop of cities into bankruptcy," Mr. Dubrow notes. "To the extent that some of the recent municipal bankruptcies can be successfully resolved in the view of the tax- exempt marketplace, that could represent a model of success that paves the way for other cities to follow suit with their own filings. Central Falls in Rhode Island could be the case to watch as a bellwether Chapter 9 in 2012." Mr. Dubrow, who has represented a variety of major institutions in tax-exempt defaults, has also advised on municipal financings around the U.S. involving multifamily housing, hospitals, airports, schools, highways/bridges, subway systems industrial development, solid waste facilities -- the works. He played a key role in advising Fannie Mae and Freddie Mac in launching two programs that created $24 billion in tax-exempt housing bonds and bank liquidity to support the U.S. residential finance market following the financial crisis. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 125.3 (7.2) 10.8 ACCO BRANDS CORP ABD US 1,116.7 (61.9) 316.8 AMC NETWORKS-A AMCX US 2,183.9 (1,037.0) 525.8 AMER AXLE & MFG AXL US 2,328.7 (419.6) 187.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERISTAR CASINO ASCA US 2,012.0 (90.6) (33.0) AMYLIN PHARM INC AMLN US 1,870.2 (138.7) 125.2 ANOORAQ RESOURCE ARQ SJ 893.0 (191.0) 24.6 ARRAY BIOPHARMA ARRY US 82.2 (127.2) (15.1) AUTOZONE INC AZO US 6,056.5 (1,295.5) (608.2) BAZAARVOICE INC BV US 46.8 (15.4) (18.2) BOSTON PIZZA R-U BPF-U CN 146.9 (105.3) (2.0) CABLEVISION SY-A CVC US 7,143.3 (5,560.3) (240.5) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CARMIKE CINEMAS CKEC US 422.9 (5.6) (33.4) CC MEDIA-A CCMO US 16,542.0 (7,471.9) 1,556.3 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,385.6 (381.7) 199.9 CERES INC CERE US 33.1 (13.7) 12.0 CHENIERE ENERGY CQP US 1,737.3 (545.0) 57.7 CHENIERE ENERGY LNG US 2,915.3 (173.0) 6.5 CHOICE HOTELS CHH US 447.7 (25.6) 10.2 CIENA CORP CIEN US 1,918.3 (21.1) 918.6 CINCINNATI BELL CBB US 2,714.7 (715.2) (35.4) CLOROX CO CLX US 4,290.0 (199.0) (289.0) CROWN HOLDINGS I CCK US 6,868.0 (239.0) 318.0 DEAN FOODS CO DF US 5,754.4 (98.7) 220.8 DELTA AIR LI DAL US 43,499.0 (1,396.0) (4,972.0) DENNY'S CORP DENN US 350.5 (9.7) (25.9) DIGITAL DOMAIN M DDMG US 178.9 (85.7) (38.3) DIRECTV-A DTV US 18,423.0 (2,842.0) (502.0) DISH NETWORK-A DISH US 11,470.2 (419.0) 527.3 DISH NETWORK-A EOT GR 11,470.2 (419.0) 527.3 DOMINO'S PIZZA DPZ US 480.5 (1,209.7) 129.7 DUN & BRADSTREET DNB US 1,977.1 (740.2) (226.6) FREESCALE SEMICO FSL US 3,415.0 (4,480.0) 1,432.0 GENCORP INC GY US 931.2 (189.7) 108.9 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ US 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 26,898.0 (7,014.0) 1,679.0 HUGHES TELEMATIC HUTC US 94.0 (111.8) (39.0) HUGHES TELEMATIC HUTCU US 94.0 (111.8) (39.0) INCYTE CORP INCY US 329.0 (227.1) 175.2 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 153.1 (49.1) 2.3 JUST ENERGY GROU JE US 1,644.4 (394.5) (338.4) JUST ENERGY GROU JE CN 1,644.4 (394.5) (338.4) LIN TV CORP-CL A TVL US 1,077.7 (80.9) 56.6 LIZ CLAIBORNE LIZ US 950.0 (109.0) 124.8 LORILLARD INC LO US 3,008.0 (1,513.0) 1,079.0 MANNING & NAPIER MN US 66.1 (184.6) - MARRIOTT INTL-A MAR US 5,910.0 (781.0) (1,234.0) MEAD JOHNSON MJN US 2,766.8 (168.0) 689.6 MERITOR INC MTOR US 2,553.0 (983.0) 180.0 MERRIMACK PHARMA MACK US 89.3 (5.8) 46.1 MONEYGRAM INTERN MGI US 5,175.6 (110.2) (40.4) MOODY'S CORP MCO US 2,876.1 (158.4) 290.4 MORGANS HOTEL GR MHGC US 557.7 (84.5) 13.0 NATIONAL CINEMED NCMI US 820.2 (346.8) 68.4 NATURALLY ADVANC NADVF US 0.3 (2.5) (2.0) NAVISTAR INTL NAV US 11,503.0 (190.0) 2,238.0 NEXSTAR BROADC-A NXST US 595.0 (183.4) 39.6 NPS PHARM INC NPSP US 214.0 (46.1) 156.0 NYMOX PHARMACEUT NYMX US 6.4 (5.2) 2.9 ODYSSEY MARINE OMEX US 23.4 (9.5) (8.8) OMEROS CORP OMER US 27.0 (5.6) 7.0 OTELCO INC-IDS OTT US 317.7 (12.4) 18.6 OTELCO INC-IDS OTT-U CN 317.7 (12.4) 18.6 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 269.5 (204.3) 100.5 PETROALGAE INC PALG US 8.3 (76.0) (77.4) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 302.4 (106.2) 45.8 REGAL ENTERTAI-A RGC US 2,341.3 (572.5) 2.8 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 152.4 (76.1) (32.3) REVLON INC-A REV US 1,157.1 (692.9) 183.3 RSC HOLDINGS INC RRR US 3,141.0 (38.4) (1.0) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,792.7 (168.5) 482.3 SINCLAIR BROAD-A SBGI US 1,571.4 (111.4) 14.1 SINCLAIR BROAD-A SBTA GR 1,571.4 (111.4) 14.1 SUN COMMUNITIES SUI US 1,368.0 (100.7) - TAUBMAN CENTERS TCO US 3,336.8 (256.2) - THERAVANCE THRX US 258.8 (87.1) 199.3 UNISYS CORP UIS US 2,612.2 (1,311.0) 487.3 VECTOR GROUP LTD VGR US 927.8 (89.0) 194.5 VERISIGN INC VRSN US 1,856.2 (88.1) 788.9 VERISK ANALYTI-A VRSK US 1,541.1 (98.5) 104.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,121.6 (409.8) (279.7) WESTMORELAND COA WLB US 759.2 (249.9) (21.7) ********* 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 ***