/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120409.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 9, 2012, Vol. 16, No. 98 Headlines 1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary 1661 ST. JOHNS: Case Summary & 13 Largest Unsecured Creditors 17 PELHAM: Case Summary & Largest Unsecured Creditor A.C. PHILLIPS: Files Schedules of Assets and Liabilities ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt ACTUANT CORP: S&P Gives 'BB' Rating on $300MM Sr. Unsecured Notes AFA INVESTMENT: Meeting to Form Creditors' Panel on April 12 AMERENENERGY GENERATING: S&P Affirms 'BB-' Corporate Credit Rating AMERICAN AIRLINES: Court to Hold Hearings on CBA Rejections AMERICAN AIRLINES: TWU Wants to Depose 15 Executives AMERICAN AIRLINES: Proposes June 29 Claims Bar Date AMERICAN AIRLINES: ALPA Files Complaint Against American Eagle AMERICAN AIRLINES: USAir Says Merger Could Save $1.5-Bil. Yearly AMPAL-AMERICAN: Kesselman & Kesselman Raises Going Concern Doubt ANDERSON NEWS: 2nd Circ. Revives Publisher Antitrust Suit ANTERO RESOURCES: S&P Raises Senior Unsecured Debt Ratings to 'B+' APTALIS PHARMA: S&P Lowers Senior Secured Debt Rating to 'B+' AZURE DYNAMICS: TRO Hearing Today in Detroit BAKERSFIELD GROVE: Files Schedules of Assets and Liabilities BAKERSFIELD GROVE: Sec. 341(a) Meeting to Continue on April 23 BANK OF THE CAROLINAS: Turlington Raises Going Concern Doubt BANKATLANTIC BANCORP: Majority Shareholder OKs BB&T Purchase Pact BERNARD L. MADOFF: Hundreds Want Suits Out Of Bankruptcy Court BERWIND REALTY: Files for Chapter 11 in Puerto Rico BERWIND REALTY: Case Summary & 20 Largest Unsecured Creditors BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt BRAND ENERGY: Moody's Changes Rating Outlook to Negative BRANDYWINE REALTY: S&P Gives 'BB' Rating on $100MM Preferred Stock CAMCO FINANCIAL: Reports $214,000 Net Income in 2011 CAMTECH PRECISION: Avstar Wants May 4 Solicitation Period Deadline CAMTECH PRECISION: R&J's Plan Filing Period Extended to April 13 CCM MERGER: Moody's Confirms Caa2 Rating on US$275MM Unsec. Notes CCM MERGER: S&P Gives 'CCC+' Rating on $275M Sr. Unsecured Notes CENTRAL VIRGINIA: Reports $778,000 Net Income in 2011 CG JCF: S&P Raises Issuer Credit Rating to 'B+'; Outlook Stable CHINA SHENGHUO: Marcum Bernstein Raises Going Concern Doubt CLARE OAKS: Court Sets Plan Filing Extension Hearing for April 12 COLDWATER PORTFOLIO: Klein Retail Unit Files for Chapter 11 COLDWATER PORTFOLIO: Case Summary & 20 Largest Unsecured Creditors COMMUNICATION INTELLIGENCE: PMB Helin Raises Going Concern Doubt CORAL PEARLS: Case Summary & Largest Unsecured Creditor CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt CROSS ISLAND PLAZA: Brookville Bldg. Owner Files for Chapter 11 CROSS ISLAND PLAZA: Voluntary Chapter 11 Case Summary CROWN CASTLE: S&P Rates $1-Bil. Senior Secured Notes 'B-' CRYOPORT INC: Hires Steven Leatherman as Chief Commercial Officer DABRIEL INC.: Voluntary Chapter 11 Case Summary DALLAS HIGH POINT: Files Schedules of Assets and Liabilities DAYTOP VILLAGE: Files for Chapter 11 Due to Issues With Lenders DAYTOP VILLAGE: Voluntary Chapter 11 Case Summary DBSI SHERIDAN: Marx Development Buys Office Bldgs for $6.85MM DISH NETWORK: S&P Keeps BB- Corp. Credit Rating; Outlook Positive DJO FINANCE: $105MM Add-On to Term Loan No Impact on Ratings DR. TATTOFF: SingerLewak LLP Raises Going Concern Doubt EDENOR SA: Posts ARS45.4-Mil. Net Loss in 2011 ENVISION SOLAR: Salberg & Company Raises Going Concern Doubt EPICEPT CORP: Amends $25 Million Securities Offering EVEREST ACQUISITION: S&P Assigns 'BB-' CCR; Outlook Stable FEIHE INTERNATIONAL: Crowe Horwath Raises Going Concern Doubt FELICITY'S INC.: Voluntary Chapter 11 Case Summary FIRST FINANCIAL SERVICE: Reports $23.16-Mil. Net Loss in 2011 FREEDOM GROUP: S&P Affirms 'B+' Corporate Credit Rating FRIENDFINDER NETWORKS: S&P Lowers Rating to 'CCC+' on Weak Results GENCORP INC: Reports $2.4 Million Net Income in Feb. 29 Quarter GLOBAL AVIATION: Has OK to Hire Ernst & Young LLP as Tax Advisor GLOBAL AVIATION: Has Court's Final Nod to Obtain DIP Financing GLOBAL EQUITY: Berman & Company Raises Going Concern Doubt GRACEWAY PHARMA: IRS Objects to Ch. 11 Reorganization Plan GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B' H&M PETROLEUM: Files for Chapter 11 Bankruptcy Protection HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B+' HAWKER BEECHCRAFT: Bank Debt Trades at 32% Off in Secondary Market HAWKER BEECHCRAFT: S&P Cuts Corporate Credit Rating to 'D' HD SUPPLY: Prices Offering of $1.6 Billion Senior Secured Notes HERCULES OFFSHORE: Closes Sale of Notes; Has $75MM Credit Pact HORIYOSHI WORLDWIDE: Accumulated Losses Prompt Going Concern HOSTESS BRANDS: Panel Seeks Discovery Over Exec Compensation HOSTESS BRANDS: Seeks Extension of Exclusivity Periods IVEDA SOLUTIONS: Albert Wong Raises Going Doubt JAKE'S GRANITE: Voluntary Chapter 11 Case Summary JEFFERSON COUNTY: Ala. Lawmakers Have 15 Days to Find Bankr. Fix JEFFERSON COUNTY, AL: S&P Cuts SPUR on 2004A GO Warrants to 'D' JENNE HILL: Asks Court or 30-Day Extension of Plan Filing Period L.P. JULIAN: Case Summary & 2 Largest Unsecured Creditors LANCELOT INVESTORS: 7th Circ. Revives Trustee's Auditor Suit LANDRY'S INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable LEVEL 3: Messrs. Clontz and Chilton Named to Board of Directors LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market LUCID INC: Deloitte & Touche Raises Going Concern Doubt MASTER SILICON: Vicis Capital Discloses 89.3% Equity Stake MERRIMACK PHARMA: PwC Raises Going Concern Doubt MMSH LLC: Voluntary Chapter 11 Case Summary MILLENIUM INSTITUTE: Case Summary & 20 Largest Unsecured Creditors MPG OFFICE: Names Jeanne Lazar as VP, Chief Accounting Officer NCO GROUP: Incurs $281.7 Million Net Loss in 2011 NEWPAGE CORP: Creditors Seek More Time to Probe $1.7BB LBO OPTIMIZERX CORP: Silberstein Ungar Raises Going Concern Doubt OSX ENERGY: Case Summary & 3 Largest Unsecured Creditors PACE AIRLINES: Trustee Begins Process to Pay Wages and Benefits PERRY KOPLIK: Court Rules in Plan Trustee's Suit v. Directors PGI INCORPORATED: BKD LLP Raises Going Concern Doubt PINNACLE AIRLINES: Common Stock to be Delisted from NASDAQ PONCE TRUST: Files Schedules of Assets and Liabilities PORTER BANCORP: Reports $107.31-Mil. Net Loss in 2011 POSITRON CORP: Incurs $6.1 Million Net Loss in 2011 RACE POINT: S&P Affirms 'BB' Rating on $275-Mil. Senior Term Loan RACKWISE INC: Marcum LLP Raises Going Concern Doubt RAINBOW LAND & CATTLE: Files for Chapter 11 in Las Vegas RAINBOW LAND & CATTLE: Case Summary & 5 Top Unsecured Creditors RELIANCE BANCSHARES: Posts $34-Mil. Net Loss in 2011 ROBB & STUCKY: Court Grants Voluntary Chapter 11 Case Dismissal RUSSELL BOULDER: Bank Gets Judge's Approval to Take Luxury Cars SAHARA TOWNE: Hires Flangas McMillan as Special Counsel SAHARA TOWNE: Hires Marquis Aurbach Coffing as Attorneys SEASCAPE INN: Files for Chapter 11 Bankruptcy Protection SECUREALERT INC: To Record $2MM Hike in Add'l Paid-in-Capital SELECT TREE: Hires Damon Morey as General Counsel SELECT TREE: Hires Nextpoint as Financial Adviser SHEARER'S FOODS: S&P Lowers Corporate Credit Rating to 'CCC+' SINGER CO: Former Chief Faces Suit Over Mansion Mortgage SOLYNDRA LLC: Wants Plan Filing Period Extended Until July 2 SPECTRASCIENCE INC: McGladrey & Pullen Raises Going Concern Doubt SPRINT NEXTEL: Cancels Offering Under 1988 Stock Purchase Plan STOCKBRIDGE/SBE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable TALON THERAPEUTICS: Authorized Common Shares Hiked to 600 Million TEARLAB CORP: Ernst & Young Raises Going Concern Doubt THORPE INSULATION: 9th Circ. Won't Rethink Win for Insurance Firms TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market TXU CORP: Bank Debt Trades at 45% Off in Secondary Market TXU CORP: Bank Debt Trades at 39% Off in Secondary Market UNITED DC: Voluntary Chapter 11 Case Summary UNITED RETAIL: Judge Clears Versa Capital Sole Bid VELO HOLDINGS: DIP Lenders Require Bankruptcy Exit by Nov. 30 VELO HOLDINGS: Hires Epiq as Claims & Notice Agent VELO HOLDINGS: Schedules Filing Deadline Extended Until May 17 VELO HOLDINGS: Rejects Contract With V2V President Sung VICTORY ENERGY: WilsonMorgan LLP Raises Going Concern Doubt WATERLOO RESTAURANT: Files Schedules of Assets and Liabilities WATERLOO RESTAURANT: Court Grants Final OK on $850,000 DIP Loan WATERLOO RESTAURANT: Court Okays Capital Insight's Giardina as CRO WESTMORELAND COAL: Jeffrey Gendell Discloses 20.4% Equity Stake WILLIAM LYON: S&P Withdraws 'D' Corporate Credit & Issue Ratings WOLFGANG CANDY: Appoints SVP & Chief Marketing Officer XTREME OIL: LBB & Associates Raises Going Concern Doubt YUKON-NEVADA GOLD: Reports $26.4-Mil. Net Income in 2011 ZOOM TELEPHONICS: Marcum LLP Raises Going Concern Doubt * Moody's Says Healthcare Law Repeal Hits For-Profit Hospitals * Moody's Says U.S. Muni Market VRDBs Exposed to Bank Stresses * Phelps Dunbar Expands Tampa Office With Two Bankruptcy Hires * BOND PRICING -- For Week From March 19 to 23, 2012 ********* 1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 1419 Alleghney West Holdings LLC 430 Berwyn Baptist Road Berwyn, PA 19312 Bankruptcy Case No.: 12-13305 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Jean K. FitzSimon Debtor's Counsel: Lee M. Herman, Esq. LEE M. HERMAN, ESQUIRE, PC 426 - 428 East Baltimore Pike P.O. Box 2090 Media, PA 19063 Tel: (610) 891-6500 E-mail: lmh@lmhlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Joel A. Harden, manager. 1661 ST. JOHNS: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 1661 St. Johns, LLC 543 Bedford Avenue Brooklyn, NY 11211 Bankruptcy Case No.: 12-22689 Chapter 11 Petition Date: April 6, 2012 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Scheduled Assets: $4,541,392 Scheduled Liabilities: $3,376,039 Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- 1677 St. Johns, LLC 12-22690 04/06/12 Van Cortlandt Village LLC 12-20000 01/31/12 Valentine Con LLC 12-20001 01/31/12 146 Realty LLC 12-20002 01/31/12 DLR & CO LLC 12-20003 01/31/12 Jackson Avenue Con LLC 12-20004 01/31/12 Legget Avenue Con LLC 12-20005 01/31/12 Ocean Construction Con LLC 12-20006 01/31/12 Woodycrest Con LLC 12-20007 01/31/12 The petitions were signed by David Goldwasser, managing member of GC Realty Advisors, LLC, managing member. 1661 St. Johns' list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb12-22689.pdf 1677 St. Johns' list of its 14 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb12-22690.pdf 17 PELHAM: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: 17 Pelham Lane Realty Trust 121 Philip Place Hawthorne, NY 10532 Bankruptcy Case No.: 12-22674 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Francis J. O'Reilly, Esq. 10 McMahon Place Mahopac, NY 10541 Tel: (845) 621-1255 Fax: (845) 621-1686 E-mail: foreilly@bestweb.net Scheduled Assets: $2,800,000 Scheduled Liabilities: $1,960,000 The petition was signed by Dario Tertan, trustee. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Town of Dennisport Massachusetts Real Property Taxes $10,000 P.O. Box 2060 South Dennis, MA 02660 A.C. PHILLIPS: Files Schedules of Assets and Liabilities -------------------------------------------------------- A.C. Phillips Family Properties, Ltd. filed with the Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $7,536,022 B. Personal Property $21,734 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,762,890 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,806,209 ----------- ----------- TOTAL $7,557,756 $8,569,099 A full text copy of the company's scheduled of assets and liabilities is available free at: http://bankrupt.com/misc/AC_PHILLIPS_sal.pdf An involuntary petition was filed against A.C. Phillips Family Properties, Ltd. (Bankr. N.D. Tex. Case No. 11-37792) on Dec. 6, 2011, by Bank of America and Do It Best Corp. No trustee has been appointed in the Chapter 11 case. The State Court has administratively closed the State Court Lawsuit subject to stay relief allowing the parties to sever the Debtor and proceed against Phillips Lumber. ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt ---------------------------------------------------------- Accredited Members Holding Corporation filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. GHP Horwath, P.C., in Denver, Colorado, expressed substantial doubt about Accredited Members' ability to continue as a going concern. The independent auditors noted that the Company reported a net loss of approximately $3,461,000 and used net cash in operating activities of approximately $2,125,000 in 2011, and has an accumulated deficit of approximately $7,570,000 at December 31, 2011. The Company reported a net loss of $3.46 million on $2.01 million of revenue for 2011, compared with a net loss of $2.59 million on $2.03 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.03 million in total assets, $1.98 million in total liabilities, and stockholders' equity of $53,804. A copy of the Form 10-K is available for free at: http://is.gd/U0mTRp Colorado Springs, Colo.-based Accredited Members Holding Corporation currently provides various services and products both directly and through its subsidiary corporations Accredited Members, Inc. ("AMI"), and AMHC Managed Services ("AMMS"), which provides management services to third parties including services typically provided by executive level personnel on a fix-contract basis. Through August 2011, the Company provided services through its subsidiary World Wide Premium Packers, Inc. ("WWPP"). ACTUANT CORP: S&P Gives 'BB' Rating on $300MM Sr. Unsecured Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue rating to Actuant Corp.'s proposed $300 million senior unsecured notes due 2022. The recovery rating on these notes is '5', indicating modest (10% to 30%) recovery prospects. The company expects to use the proceeds to repay its outstanding notes due in 2017. The proposed new notes contain a change-of-control provision. "The 'BB+' corporate credit rating on Actuant reflects the company's 'fair' business risk profile and 'significant' financial risk profile. Actuant's operating performance should continue to benefit from the still-increasing, though moderating, demand in the company's global industrial markets in 2012. We also expect that disciplined financial policies and steady free cash flow generation will continue to support credit measures while Actuant continues to expand through acquisitions. We currently estimate that the company could increase debt by about $500 million (assuming associated profits and cash flows) without affecting its credit profile. For the rating, we expect adjusted total debt to EBITDA of 3x or less and FFO to total debt of about 30%," S&P said. RATINGS LIST Actuant Corp. Corporate credit rating BB+/Stable/-- Rating Assigned Senior unsecured $300 mil. notes due 2022 BB Recovery rating 5 AFA INVESTMENT: Meeting to Form Creditors' Panel on April 12 ------------------------------------------------------------ Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on April 12, 2012, at 10:00 a.m. in the bankruptcy case of AFA Investment Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 2112 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. AMERENENERGY GENERATING: S&P Affirms 'BB-' Corporate Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings, including the 'BBB-' corporate credit ratings, on Ameren Corp., Ameren Illinois Co., and Ameren Missouri. "We revised the rating outlook on Ameren and its regulated subsidiaries to stable from positive," S&P said. "At the same time, we affirmed our 'BB-' corporate credit and senior unsecured debt ratings on AmerenEnergy Generating Co. (GenCo). We removed the ratings from CreditWatch, where they were placed with negative implications on March 5, 2012. The outlook is negative. The '3' recovery rating on GenCo's senior unsecured debt, indicating expectations of meaningful (50%-70%) recovery in the event of payment default, is unchanged," S&P said. "We view Ameren Corp.'s decision to offer liquidity to GenCo in the form of a put option with AmerenEnergy Resource Generating Co. [AERG] as solidifying GenCo's liquidity position," said Standard & Poor's credit analyst Gabe Grosberg. "GenCo has the option to sell its combined cycle gas generating facility Grand Towers and gas peakers Elgin and Gibson City to AERG for a minimum of $100 million. This agreement demonstrates a credible liquidity plan, in our view." "The negative outlook on GenCo is based on the possibility that low electricity prices could persist, which would extend GenCo's compressed margins, potentially lowering FFO to debt to below 9% and resulting in debt to EBITDA greater than 7x. Standard & Poor's believes that there is at least a one in a three probability that continued low power prices will further harm GenCo's financial measures, reducing Ameren's economic incentive to support GenCo. We could lower the ratings if Ameren's economic incentive to support GenCo is further weakened or GenCo's environmental capital spending strategy for post-2015 is insufficient. We could revise the outlook on GenCo to stable if the power price curve recovers and our forecast of FFO to debt approximates 15%," S&P said. "The stable rating outlook on Ameren takes into account the continued weakness at GenCo and Ameren's willingness to provide cash to shore up GenCo's liquidity. The outlook also is based on the improvement in the company's management of regulatory risk. We expect that parent Ameren will continue to support GenCo on a limited basis even over the longer term," S&P said. AMERICAN AIRLINES: Court to Hold Hearings on CBA Rejections ----------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York approved a stipulation governing the schedule and conduct of proceedings in connection with AMR Corp. American Airlines, Inc. and their debtor-affiliates' motion to reject collective bargaining agreements under Section 1113 of the Bankruptcy Code. The parties to the stipulation are American Airlines, Inc.; Allied Pilots Association; the Association of Professional Flight Attendants; the Transport Workers Union; the Official Committee of Unsecured Creditors, and the Pension Benefit Guaranty Corporation. The parties will follow this schedule with respect to the Sec. 1113 Motion: (1) The hearing on the Sec. 1113 Motion will commence on April 23, 2012. The parties will be prepared to proceed with trial and their witnesses will be made available on the schedule set forth: * April 23, 2012: Opening Statements, if any, except that any party other than the Debtor may elect to defer its opening statement until the commencement of the Unions' responsive case; Debtor's affirmative case (summary direct testimony, full cross-examination, and re-direct examination of scheduled witnesses for Debtor). The Debtor's affirmative case will continue until concluded. * Two weeks following the conclusion of Debtor's affirmative case: Unions' responsive case (summary direct testimony, full cross-examination, and re-direct examination of all Unions' scheduled witnesses). * Upon conclusion of the Unions' responsive case: the responsive cases, if any of the PBGC and the Creditors' Committee; the Debtor's rebuttal case, which will not be limited to the scope of the Unions', the PBGC's or the Creditors' Committee's responsive case followed by Closing Statements, if any (all parties); provided, that any Union, the PBGC and the Creditors' Committee will, prior to Closing Statements, be permitted to present evidence in sur-rebuttal with respect to any portion of the Debtor's rebuttal that was outside the scope of that party's responsive case. The Debtor will be entitled to respond to any presentation made by any party on sur-rebuttal. (2) The Unions' and the PBGC's responses or objections to the Section 1113 Motion will be served no later than seven calendar days following the conclusion of the Debtor's affirmative case. The Unions' and PBGC's Responsive Papers, previously served, need not be filed until three calendar days before the start of the Unions' responsive case. The Creditors' Committee may file Responsive Papers in this proceeding. The Creditors' Committee's Responsive Papers need not be served until three calendar days prior to the start of the Unions' responsive case, and need not be filed until the business day preceding the commencement of the Unions' responsive case. (3) Replies, if any, to the Responsive Papers will be filed and served not later than one calendar day preceding the commencement of the Unions' responsive case. (4) Post-hearing briefs will be filed not later than three business days following the completion of the Hearing in this matter. (5) No discovery will be permitted following the commencement of the Hearing on April 23, 2012, other than the depositions of experts proffered by the Unions, the PBGC or the UCC, which depositions may be taken at any time prior to the commencement of the Unions' responsive case. The PBGC and the Creditors' Committee will be entitled to participate in discovery but their witness examinations, if any, will follow the Debtor's or the Unions' examinations, as applicable. Pursuant to the schedule, the Court will have until June 6 to decide on the Sec. 1113 motion, Dallas Business Journal reported, citing the Association of Professional Flight Attendants' public statement. The stipulation also contains procedures regarding discovery, admissibility of trial exhibits and treatment of confidential information. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/AmAir_Sec1113SchedStip.pdf Pilots Object to Sec. 1113 Motion The American Independent Cockpit Alliance, Inc. and certain "supplement B pilot beneficiaries" oppose the Debtors' proposal to reject the collective bargaining agreement between American and the APA. A. AICA On behalf of the former TWA pilots, the AICA complains that American, through the Section 1113 application, now seeks the Court's approval of a tentative agreement with the APA to eliminate certain protections that were created for TWA pilots at the carrier's St. Louis base. Counsel to the AICA, Lucas K. Middlebrook, Esq., at Seham, Seham, Meltz & Petersen LLP, in White Plains, New York, argues that the AA/APA tentative agreement provides for an arbitration process, which (i) would exclude the TWA pilots as a party, in violation of basic concepts of equity and federal case law precedent; and (ii) prohibits the arbitrator from addressing the very seniority issue which was the basis for creating the offset of the STL protections. "The Section 1113 Proposal is unfair and inequitable as to the former TWA pilots because it disproportionally shifts restructuring costs on to them that no other pilots will incur," Mr. Middlebrook contends. Under the proposal, the former TWA pilots, alone among all pilots are to have their fate in this restructuring determined by a special arbitration proceeding the result of which is unlawfully pre-determined in terms of its procedure and substance, he stresses. Moreover, the proposal is not based on the most complete and reliable information because it ignores a no-cost proposal made by the former TWA pilots, he tells Judge Lane. B. Supplement B Pilot Beneficiaries The Supplement B pilot beneficiaries assert that American is proposing changes that would diminish the existing pay or benefit programs in a manner that would adversely affect pilots hired prior to November 1, 1983, in violation of a Supplement B, a tri- partite agreement among American and APA, and the Supplement B pilot beneficiaries. Moreover, American has already violated Supplement B substantively by advising covered pilots that, if they retire now, they are no longer entitled to a lump-sum option, they allege. "These ongoing efforts to modify or eliminate Supplement B through this bankruptcy process, not only runs afoul of the requirements of Section 1113, but at the same time these actions would expose the Debtor and the APA to hybrid duty of fair representation liability," counsel to the Supplement B Pilot Beneficiaries, Nicholas P. Granath, Esq., at Seham, Seham, Meltz & Petersen LLP, in Minneapolis, Minnesota -- ngranath@ssmplaw.com -- avers. He insists that Supplement B amounted to nothing less than a "permanent guarantee" of employment and financial security of pre-1983 pilots and for a process designed to protect those pilots as they became, gradually over time, a minority of the APA's membership. A list of the Supplement B beneficiaries is available for free at http://bankrupt.com/misc/AmAir_SuppBPilotBeneficiaries.pdf 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: TWU Wants to Depose 15 Executives ---------------------------------------------------- The Transport Workers Union of America, AFL-CIO, informed the bankruptcy court that they want to take depositions of 15 American Airline executives starting from April 3 to 9, 2012. The depositions will continue from day to day until completed. The TWU filed the notices of deposition in the wake of American's decision to reject collective bargaining agreements with TWU and other unions of the carrier. In recent developments, AMR said it continues to make progress with its negotiations with the TWU, which represents more than 23,000 mechanics, baggage handlers and other airport ground workers at the carrier, according to an updated posted at its restructuring Web site, http://www.restructuringamr.com/ In a proposal presented on March 29, AMR offered to outsource fewer TWU jobs. The carrier has originally proposed to cut 8,800 TWU jobs. AMR said it would provide a comprehensive proposal to reflect those new concessions. Meanwhile, AMR's negotiations with pilots and flight attendants are moving slowly, according to Jack Nicas of The Wall Street Journal. An AMR spokesperson confirmed that the company met with leaders of the pilots union to discuss freezing -- rather than terminating -- the pilots' pensions, but the two sides did not sit down for formal negotiations, the Journal disclosed. The company also did not formally negotiate with the flight attendants' union but met one to discuss scheduling and medical benefits, the report added. The executives subject to depositions are: * Jeffrey Brundage, senior vice president of human resources; * Beverley K. Goulet, AMR chief restructuring officer and American vice president of corporate development and treasurer; * Brian J. McMenamy, American vice president and controller; * Denise Lynn, American vice president of employee relations; * Dennis Newgren, American managing director of flight; * James B. Weel, American managing director of employee relations; * David L. Resnick, managing director and chairman of Global Financing Advisory at Rothschild Inc.; * Jerrold A. Glass, president of F&H Solutions Group, a human resources and labor relations consulting firm; * Alexander Dichter, director and co-leader at global transport, travel and logistics practice at McKinsey & Co.; * Daniel M. Kasper, senior consultant at Compass Lexicon; * Carolyn E. Wright, American vice president of human resources; * Mark L. Burdette, consultant and American vice president of employee relations until Dec. 31, 2011; * Robert J. DeLucia, vice president of labor and employment and assistant general counsel at Airlines for America; * Virasb Vahidi, American senior vice president of marketing and planning and chief commercial officer; and * Taylor M. Vaughn, American managing director of employee relations. 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: Proposes June 29 Claims Bar Date --------------------------------------------------- AMR Corp., American Airlines, Inc. and their debtor-affiliates ask Judge Sean H. Lane to fix June 29, 2012, as the deadline by which a person or entity must file a proof of claim with respect to a prepetition claim against any of the Debtors. The Debtors also ask the Court to establish June 29 as the deadline for Governmental Units to file a Proof of Claim in respect of a prepetition claim against any of the Debtors. Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure provides that the Court will fix the time within which Proofs of Claim may be filed. Rule 3003(c)(2) provides that any creditor whose claim (a) is not scheduled in the Debtors' schedules of assets and liabilities or (b) is scheduled as disputed, contingent, or unliquidated must file a Proof of Claim by a bar date fixed by the Court. Rule 3003(c)(2) further provides that "any creditor who fails to do so shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution." Section 502(b)(9) of the Bankruptcy Code provides that the "claim of a governmental unit shall be timely filed if it is filed before 180 days after the date of the order for relief or such later time as the Federal Rules of Bankruptcy Procedure may provide." The Debtors propose these procedures to govern all Administrative Expense Proofs of Claim: (1) The Proofs of Claim filed against the Debtors must: (i) be written in the English language; (ii) be denominated in lawful currency of the United States as of the Petition Date; (iii) conform substantially to the Proof of Claim Form or Official Bankruptcy Form No. 10; (iv) specify by name and case number the Debtor against which the Proof of Claim is filed; (v) set forth with specificity the legal and factual basis for the alleged claim; (vi) include supporting documentation for the claim or an explanation as to why such documentation is not available; and (vii) be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. (2) If a claimant asserts a claim against more than one Debtor or has claims against different Debtors, the claimant must file a separate Proof of Claim against each Debtor. (3) A Proof of Claim will be deemed timely filed only if it is actually received by the Debtors' claims agent, GCG, Inc., or by the Court, on or before the applicable Bar Date as If by hand delivery or overnight courier: AMR Corporation, et al. c/o GCG 5151 Blazer Parkway, Suite A Dublin, Ohio 43017 If by first-class mail: AMR Corporation, et al. c/o GCG P.O. Box 9852 Dublin, Ohio 43017-5752 - OR - If by hand delivery: United States Bankruptcy Court, SDNY One Bowling Green Room 534 New York, New York 10004-1408 (4) Proofs of Claim sent by facsimile, telecopy, or electronic transmission will not be accepted. (5) Any person or entity (including, without limitation, individuals, partnerships, corporations, joint ventures, trusts, and Governmental Units) that asserts a claim that arises from the rejection of an executory contract or unexpired lease must file a Proof of Claim based on such rejection by the later of (i) the applicable Bar Date and (ii) the date that is 30 days following the entry of the Court order approving such rejection, or be forever barred from doing so. (6) A party to an executory contract or unexpired lease that asserts a claim on account of unpaid amounts accrued and outstanding as of the Petition Date pursuant to such executory contract or unexpired lease (other than a rejection damages claim) must file a Proof of Claim for such amounts on or before the applicable Bar Date unless an exception set forth in this motion applies. (7) In the event that the Debtors amend or supplement their Schedules of Assets and Liabilities subsequent to the date of entry of the order granting the Bar Date Motion, the Debtors will give notice of any amendment or supplement to the holders of claims affected thereby, and such holders will have until the later of (i) the applicable Bar Date and (ii) 30 days from the date of such notice to file a Proof of Claim or be barred from doing so and will be given notice of such deadline. (8) These persons or entities are not required to file a Proof of Claim on or before the applicable Bar Date, solely with respect to the claims: * any person or entity whose claim is listed on the Schedules; provided that (i) the claim is not listed on the Schedules as "disputed," "contingent," or "unliquidated," (ii) the person or entity does not dispute the amount, nature, and priority of the claim as set forth in the Schedules, and (iii) the person or entity does not dispute that the claim is an obligation of the specific Debtor against which the claim is listed in the Schedules; * any person or entity whose claim has been paid in full; * any person or entity that holds an equity security interest in the Debtors, which interest is based exclusively upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided, however, that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a Proof of Claim must be filed on or before the applicable Bar Date pursuant to the Procedures; * any holder of a claim allowable under Sections 503(b) and 507(a)(2) of the Bankruptcy Code as an administrative expense (other than a holder of a section 503(b)(9) claim which is subject to a separate deadline of February 13, 2012 to file a Proof of Claim); * any person or entity that holds a claim that has been allowed by order of the Court entered on or before the applicable Bar Date; * any holder of a claim for which a separate deadline has been fixed by the Court; * any Debtor having a claim against another Debtor in these Chapter 11 cases; * any entity that, as of the applicable Bar Date, is an affiliate (as defined in Section 101(2) of the Bankruptcy Code) of any Debtor; * any person or entity who has already filed a Proof of Claim with the Clerk of the Court or GCG against any of the Debtors, utilizing a claim form that substantially conforms to the Proof of Claim Form or Official Form 10; or * any person or entity whose claim is limited exclusively to the repayment of principal, interest and other fees and expenses under any agreements governing any notes, bonds, debentures, passthrough certificates, enhanced pass-through trust certificates, equipment trust certificates, enhanced equipment trust certificates, property or other debt securities or obligations: (i) issued by any of the Debtors; (ii) issued by any governmental or quasi-governmental authority for the benefit of any of the Debtors; (iii) secured by assets of any of the Debtors or agreements with respect to such assets; or (iv) secured by assets leased to any of the Debtors pursuant to an indenture or fiscal and paying agency agreement, as applicable if the indenture trustee, owner trustee, pass-through trustee, subordination agent, registrar, paying agent, loan or collateral agent, or any other entity serving in a similar capacity however designated under the applicable Debt Instruments files a Proof of Claim against the applicable Debtor, on or before the applicable Bar Date, on account of all Debt Claims against such Debtor under the applicable Debt Instruments; provided, however, that any holder of a Debt Claim wishing to assert a claim arising out of or relating to a Debt Instrument, other than a Debt Claim, must file a Proof of Claim with respect to such claim on or before the applicable Bar Date, unless another exception identified herein applies. The Debtors propose that any holder of a claim against any of them that is required to file a Proof of Claim in accordance with the Proposed Order, but fails to do so on or before the applicable Bar Date will not be treated as a creditor with respect to such claim for the purposes f voting and distribution with respect to any Chapter 11 plan or plans of reorganization that may be filed in these cases. The Debtors propose to provide at least 73 days' notice to all known creditors, more than is required under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Second Amended Procedural Guidelines for Filing Requests for Bar Orders in the U.S. Bankruptcy Court for the Southern District of New York. Specifically, if the Court enters the proposed order on or about April 3, 2012, GCG's mailing would be completed by April 17, 2012, which is 73 days prior to the proposed General Bar Date of June 29, 2012. GCG has advised the Debtors that it expects to complete the mailing in less than 10 business days, which would provide for a notice period of even greater than 73 days, he notes. Given the complex and global nature of the Debtors' operations, the Debtors intend to supplement notice of the Bar Dates by providing notice by publication consistent with the Guidelines and Rule 2002(l) of the Federal Rules of Bankruptcy Procedure. The Debtors propose to publish the Bar Date Notice, with any necessary modifications for ease of publication, once in each of The Wall Street Journal (Global Edition -- North America, Europe, and Asia), New York Times (National), Financial Times (Worldwide), USA (Monday through Thursday, National), Chicago Tribune, Dallas Morning News, Fort Worth Star-Telegram, International Herald Tribune, Miami Herald, and Los Angeles Times, subject to applicable publication deadlines, at least 30 days prior to the General Bar Date. Accordingly, the proposed Bar Dates and Procedures provide sufficient time for all parties in interest, including foreign creditors, to assert their claims, says Harvey S. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York. Because the proposed Procedures will provide notice to all known parties-in-interest by mail and notice to any unknown parties-in-interest by publication, the proposed Procedures are reasonably calculated to provide notice to all parties that may wish to assert a claim in these chapter 11 cases, he insists. 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: ALPA Files Complaint Against American Eagle -------------------------------------------------------------- The Air Line Pilots Association, International brought an adversary complaint against American Eagle Airlines, Inc., seeking enforcement of a final and binding arbitration award issued by the System Board of Adjustment established by the parties pursuant to the Railway Labor Act. In November 2010, American Eagle discharged pilot Nolan Jones. Subsequently, the ALPA and Mr. Jones filed a grievance over the discharge of Mr. Jones. The Company did not grant the Jones Grievance at the preliminary stages, and so on December 15, 2010, the Jones Grievance was submitted for arbitration before the System Board of Adjustment in accordance with the CBA. In March 2012, the Jones System Board issued a final opinion and award sustaining the Jones Grievance and ordered the parties to confer concerning the amount and type of training that Mr. Jones needs to requalify as a first officer and the amount of back pay and benefits due to Mr. Jones. American Eagle has advised ALPA that it will not comply with the Jones System Board Award. Thomas N. Ciantra, Esq., at Cohen, Weiss and Simon LLP, in New York -- tciantra@cwsny.com -- argues that the System Board had jurisdiction to issue the award and that award remains enforceable in bankruptcy, subject to the Court's jurisdiction over the priority and timing of any back pay remedies. He further contends that the Jones System Board Award was issued in compliance with the RLA. He maintains that the Jones System Board Award was not tainted by fraud or corruption, and is final and binding on the parties. By the complaint, the ALPA asks the Court to compel American Eagle to: (a) as required in the Jones System Board Award and within 10 days from the Court enters its order: (a) confer with ALPA concerning the type and amount of training that Mr. Jones needs to requalify as a First Officer on the Embraer 145 jet; (b) meet and confer with ALPA regarding the amount of back pay (less interim earnings) and benefits due to Mr. Jones; and (c) fully cooperate in all further System Board hearings necessary to implement the Jones System Board Award; and (b) within 10 days from the date the Court its enter, pay to the ALPA its attorneys' fees and costs. 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: USAir Says Merger Could Save $1.5-Bil. Yearly ---------------------------------------------------------------- US Airways Group Inc. told American Airlines creditors that merging the two carriers could result to more than $1.5 billion in annual costs savings and added revenue, said people familiar with the matter, Mike Spector and Susan Carey of The Wall Street Journal reported. Specifically, US Airways projected that a combination of the carriers could yield $1 billion in additional revenues and about $500 million in mostly non-labor cost savings, the people said. The Journal related that the talks between US Airways and creditors of American could amount to an end-run around AMR's efforts to negotiate a plan with the carrier's unions and bondholders to emerge from bankruptcy as a standalone company. US Airways' stepped-up campaign could also complicate American's bankruptcy proceedings, especially as regulators would likely need to conduct an antitrust review of any merger, the Journal said. This could potentially hurt creditors' recoveries if American's value decreased as it languished in bankruptcy, people familiar with the matter told the Journal. Notably, US Airways has not engaged in formal discussions with AMR's statutory committee of unsecured creditors but it has held informal talks with creditor advisers, who have been receptive to its overtures, the Journal noted. But, US Airways has gotten aggressive since American recently asked the bankruptcy court to reject collective bargaining agreements with some of its unionized employees, the report related. Indeed, US Airways could try to persuade the unions representing pilots, flight attendants, mechanics, airport ground workers and others, that the higher revenue the combined airline would generate could be shared with labor by way of less-drastic contract concessions than AMR is seeking, one person told the Journal. According to some people familiar with the matter, the total synergies from combining American, the nation's No. 3 airline by traffic, and No. 5 US Airways could surpass $2 billion, though the analysis has not been finalized, the Journal relayed. The combined airlines would be much closer in size to industry leaders United Continental Holdings Inc. and Delta Air Lines Inc., both the results of recent mergers, the report added. "We are not opposed to consolidation in the industry, and I wouldn't rule it out for American as things develop," AMR Chief Execute Tom Horton was quoted by Chicago Tribune as saying. But the timing is not right, the CEO recognized. "I think it would be tremendously unwise to get distracted with talk of combination inside a restructuring," he elaborated. "I want to go as quickly as we can. . . and we must be sure that the company is profitable, successful and growing coming out of the other side," Mr. Horton said of American's bankruptcy process in an Associated Press interview. Mr. Horton also maintained that the restructuring plan to save $2 billion in annualized costs and cut 13,000 jobs is very real, The Associated Press noted. He said he has given the team a target to have that done by the end of the year. While the CEO recognized that it is an aggressive target, he insisted that "there's no reason why we can't do it." "It's really about being able to tailor what airplanes we're flying to what markets and there's a lot of revenue there," the CEO said. Adding that with capitalization on the joint business agreements and flexibility in code-sharing would result to a lot of revenue, according to the CEO. In other restructuring updates, Mr. Horton said American will likely undertake some refinements and trimming to its flight schedule at O'Hare International Airport the next few months but cutbacks will be very modest because airline officials consider the airport one of its hubs for expansion, Chicago Tribune relayed. The plan here will be growth, not to shrink," Mr. Horton stated. 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). AMPAL-AMERICAN: Kesselman & Kesselman Raises Going Concern Doubt ---------------------------------------------------------------- Ampal-American Israel Corporation filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial doubt about Ampal-American Israel's ability to continue as a going concern. The independent auditors noted that the Ampal does not have sufficient cash and other resources to serve its debt and finance its ongoing operations. The Company reported a net loss of $117.04 million on $575.34 million of revenues for 2011, compared with a net loss of $51.35 million on $504.96 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $846.61 million in total assets, $796.64 million in total liabilities, $604,000 of redeemable noncontrolling interest, and stockholders' equity of $49.36 million. A copy of the Form 10-K is available for free at: http://is.gd/jTl2SM New York, N.Y.-based Ampal-American Israel Corporation was founded in 1942. The Company primarily acquires interests in businesses located in the State of Israel or that are Israel-related. Ampal's investment focus is principally on companies or ventures where Ampal can exercise significant influence, on its own or with investment partners, and use its management experience to enhance those investments. In determining whether to acquire an interest in a specific company, Ampal considers quality of management, potential return on investment, growth potential, projected cash flow, investment size and financing, and reputable investment partners. ANDERSON NEWS: 2nd Circ. Revives Publisher Antitrust Suit --------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that magazine publishers including Time Inc. must face Anderson News LLC's suit claiming they hatched an illegal plan to drive the company out of business, the Second Circuit said April 3, ruling that plausible antitrust claims are good enough. Law360 relates that a unanimous three-judge panel said a federal district court judge made an error when he dismissed Anderson's case after ruling that the publishers' arguments that they were acting independently were more plausible than Anderson's claim of a conspiracy against it. Anderson News LLC is a sales and marketing company for books and magazines. Anderson News ceased doing business in February 2009, and was the subject of an involuntary bankruptcy filing (Bankr. D. Del. 09-_____) on March 2, 2009, on which an order for relief was entered on Dec. 30, 2009. The publishing companies claimed that Anderson News owes them a combined $37.5 million. Anderson News converted the case to a voluntary chapter 11 case on the same day. ANTERO RESOURCES: S&P Raises Senior Unsecured Debt Ratings to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its senior unsecured debt ratings on Antero Resources Finance Corp.'s senior unsecured notes to 'B+' (the same as the corporate credit rating) from 'B'. "We simultaneously revised the recovery rating on the senior unsecured debt to '4', indicating our expectation of average (30% to 50%) recovery in the event of a payment default, from '5'," S&P said. "The issue and recovery ratings are based on the rating on exploration and production company Antero Resources LLC (B+/Stable/--), which guarantees the proposed notes on a senior unsecured basis," S&P said. "The revised recovery rating reflects changes to Antero's reserve values following a company-provided PV-10 report using year-end 2011 reserve values at our stressed price assumptions of $45 per barrel of West Texas Intermediate crude oil and $4.00 per million BTU of Henry Hub natural gas," S&P said. "The corporate credit rating on Antero Resources LLC reflects the volatility of the exploration and production industry, the high proved undeveloped content and significant costs associated with the company's development of its midsize proved reserve base, and its focus on natural gas reserves and production," S&P said. "The ratings also encompass the company's good cash operating costs and finding and development costs, solid reserve replacement, and Antero's favorable hedges, with fair value of more than $700 million as of Dec. 31, 2011, to buffer otherwise weak natural gas prices in the near to intermediate term," S&P said. RATINGS LIST Antero Resources Finance Corp. Corporate credit rating B+/Stable/-- Upgraded; Recovery Rating Revised To From Senior unsecured notes* B+ B Recovery Rating 4 5 *Guaranteed by Antero Resources LLC APTALIS PHARMA: S&P Lowers Senior Secured Debt Rating to 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its issue-level rating on New Jersey-based specialty pharmaceutical company Aptalis Pharma Inc.'s term loan facility to 'B+' from 'BB-' and revised its recovery rating on the facility to '3' from '2'. A '3' recovery rating indicates S&P's expectations of a meaningful recovery (50%-70%) for debt holders in the event of a default. "This rating action follows the company's announcement that it is expanding its senior secured term loan by US$200 million, the proceeds of which will be used to refinance Aptalis' existing 12.75% senior unsecured notes," said Standard & Poor's credit analyst Arthur Wong. "At the same time, Standard & Poor's assigned its 'B+' issue-level rating, and '3' recovery rating, to the company's proposed incremental $200 million senior secured term loan B. In addition, Standard & Poor's affirmed its 'B+' long-term corporate credit rating on Aptalis. The outlook is stable," S&P said. "The ratings on Aptalis reflect what Standard & Poor's sees as the company's weak business risk profile, aggressive financial risk profile, and adequate liquidity. The company is susceptible to competition and regulatory changes in its narrow focus on gastroenterology and cystic fibrosis treatments and the need to efficiently integrate its recent acquisitions. These risks are somewhat offset by its relatively diverse product portfolio. Aptalis maintains an aggressive financial risk profile, highlighted by its heavy debt burden, following the company's mainly debt-financed acquisition of Eurand N.V. in early 2011," S&P said. "Aptalis specializes in the treatment of gastrointestinal (GI) diseases and disorders, including pancreatic enzyme deficiencies, cholestatic liver diseases, and inflammatory bowel disease. The company focuses on niche opportunities in the GI market, where competition from much larger pharmaceutical companies is limited, enabling Aptalis to build a leading market share with its small, but highly trained, specialty sales force," S&P said. "The stable outlook on Aptalis reflects our belief that the continued integration of Eurand will go smoothly and that realized cost savings, growing Zenpep sales, and continued steady sales of the company's core portfolio will enable Aptalis to generate increasing free cash flows and allow it to steadily reduce debt over time. An upgrade in the near term seems unlikely, given the decidedly aggressive financial risk profile of sponsor-owned Aptalis following the Eurand acquisition. We project that adjusted debt leverage will fall to the 5x area by end of 2012. We have not projected any major acquisitions in the next year and believe Aptalis will rely on in-licensing deals to further expand its portfolio and product pipeline. We could lower our ratings if the company encounters setbacks in the PEP market, suffers an unexpected sales decline in its core portfolio, or adopts more aggressive financial policies, such as additional large debt- financed acquisitions or sizable dividends, resulting in sustained leverage above 5.5x," S&P said. AZURE DYNAMICS: TRO Hearing Today in Detroit -------------------------------------------- The U.S. Bankruptcy Court in Detroit will convene a hearing today on the request for a temporary restraining order in the Chapter 15 bankruptcy case of Azure Dynamics Incorporated. The hearing is slated for April 9, 2012, at 9:30 a.m. Courtroom 1042, U.S. Courthouse, 231 W. Lafayette. About Azure Dynamics Corp. Azure Dynamics Corporation and its affiliates filed a petition in the Supreme Court of British Columbia for an initial order under the Companies' Creditors Arrangement Act on March 26, 2012. Kevin B. Brennan at Ernst & Young, Inc., was appointed as the CCAA monitor. On the same day, the monitor commenced bankruptcy cases under Chapter 15 of the U.S. Bankruptcy Code for Azure Dynamics Incorporated aka Azure Dynamics U.S. Inc.; Azure Dynamics Corp.; Azure Dynamics Inc.; and Azure Dynamics Limited (Bankr. E.D. Mich. Case Nos. 12-47496, 12-47498, 12-47501 and 12-47502), seeking recognition of the CCAA proceedings. The cases are jointly administered. Azure -- http://www.azuredynamics.com/-- considered itself a world leader in the development and production of hybrid electric and electric components and powertrain systems for light and medium duty commercial vehicles. Azure targets the commercial delivery vehicle and shuttle bus markets and is currently working internationally with a variety of partners and customers. The Company is committed to providing customers and partners with innovative, cost-efficient, and environmentally-friendly energy management solutions. As of Dec. 31, 2011, the Azure Group had total, consolidated assets with a net book value of $42.475 million, comprising current assets of $31.18 million and non-current assets of $11.30 million. As at Dec. 31, 2011, the Azure Group had total, consolidated liabilities of $29.20 million, comprising current liabilities of $20.6 million and non-current liabilities of $8.58 million. Judge Walter Shapero oversees the cases. Lawyers at Pepper Hamilton LLP represent the Chapter 15 petitioner. BAKERSFIELD GROVE: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Bakersfield Grove Limited, LLC, has filed the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $14,500,000 B. Personal Property $2,857,665 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,935,861 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $749,872 ------------ ---------- TOTAL $17,357,665 $20,685,732 A full-text copy of the schedules is available for free at: http://bankrupt.com/misc/BAKERSFIELD_GROVE_sal.pdf About Bakersfield Grove Limited Brea, California-based Bakersfield Grove Limited, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-13157) on March 12, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has properties located at Panama Lane, in Bakersfield, California. Judge Erithe A. Smith presides over the case. Kathy Bazoian Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP. The petition was signed by Robert M. Clark, president of managing member. BAKERSFIELD GROVE: Sec. 341(a) Meeting to Continue on April 23 -------------------------------------------------------------- Bakersfield Grove Limited, LLC's meeting of creditors, scheduled to take place on April 19, 2012, has been continued and will take place on April 23,2012, at 9:30 a.m. at RM 1-159, 411 W Fourth Street, in Santa Ana, California. 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. According to the docket, the schedules of assets and liabilities, the statement of financial affairs and other missing filings are due March 26, 2012. About Bakersfield Grove Limited Brea, California-based Bakersfield Grove Limited, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-13157) on March 12, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), listed $17,357,665 in total assets and $20,685,732 in total liabilities in its schedules. The Debtor has properties located at Panama Lane, in Bakersfield, California. Judge Erithe A. Smith presides over the case. Kathy Bazoian Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP. The petition was signed by Robert M. Clark, president of managing member. BANK OF THE CAROLINAS: Turlington Raises Going Concern Doubt ------------------------------------------------------------ Bank of the Carolinas Corporation filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Turlington and Company, LLP, in Lexington, North Carolina, expressed substantial doubt about Bank of the Carolinas' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring credit losses that have eroded certain regulatory capital ratios. "As of Dec. 31, 2011, the Company is considered undercapitalized based on their regulatory capital level." The Company reported a net loss of $28.25 million on $13.59 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $2.66 million on $16.43 million of net interest income (before provision for loan losses) in 2010. Total non-interest income was $1.24 million for 2011, as compared to $2.04 million for 2010. The Company's balance sheet at Dec. 31, 2011, showed $485.97 million in total assets, $471.93 million in total liabilities, and stockholders' equity of $14.03 million. A copy of the Form 10-K is available for free at: http://is.gd/3LPrhT Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. BANKATLANTIC BANCORP: Majority Shareholder OKs BB&T Purchase Pact ----------------------------------------------------------------- BFC Financial Corporation, the owner of 8,133,353 shares of Class A Common Stock and all 195,045 outstanding shares of Class B Common Stock of BankAtlantic Bancorp, Inc., which represent in the aggregate approximately 75% of the total voting power of the Company's common stock, entered into a Support Agreement with BB&T Corporation pursuant to which BFC agreed to approve, with respect to all of its shares of the Company's common stock, the previously announced Stock Purchase Agreement between the Company and BB&T and the transactions contemplated thereby, including the sale of BankAtlantic to BB&T. As contemplated by the Support Agreement, on April 6, 2012, BFC executed and delivered to the Company an action by written consent without a shareholder meeting approving: (i) the Purchase Agreement and the Transaction; (ii) an amendment to the Company's Restated Articles of Incorporation, as amended, to change the Company's name to "BBX Capital Corporation"; and (iii) on a non-binding advisory basis, the compensation payable to the Company's "named executive officers" in connection with the Transaction. The Written Consent also authorized the Company's Board of Directors to amend the Purchase Agreement, including, to the extent permitted under Florida law, amendments subsequent to the date of the Written Consent. About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. BankAtlantic reported a net loss of $28.74 million in 2011, a net loss of $143.25 million in 2010, and a net loss of $185.82 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $3.67 billion in total assets, $3.69 billion in total liabilities and a $16.92 million total deficit. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BERNARD L. MADOFF: Hundreds Want Suits Out Of Bankruptcy Court -------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that hundreds of parties sought April 2 to have clawback suits filed by the trustee liquidating Bernard Madoff's brokerage removed to a federal district court, saying a New York bankruptcy court is not the proper forum. Law360 relates that trustee Irving H. Picard filed the suits seeking the return of transfers from companies such as Wichita, Kan.-based Koch Industries, saying the funds were fraudulent transfers from Bernard L. Madoff Investment Securities LLC. The suit seeks repayment of the funds plus interest. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 17, 2012 and in the 38 months since his appointment, the SIPA Trustee has recovered or entered into agreements to recover more than $9 billion, representing roughly 52% of the roughly $17.3 billion in principal estimated to have been lost in the Ponzi scheme by BLMIS customers who filed claims. The recoveries exceed prior restitution efforts related to Ponzi schemes both in terms of dollar value and percentage of stolen funds recovered. Pro rata distributions from the Customer Fund to BLMIS customers whose claims have been allowed by the SIPA Trustee totaled $325.7 million. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. BERWIND REALTY: Files for Chapter 11 in Puerto Rico --------------------------------------------------- Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012. Berwind Realty, a real estate firm, estimated assets and debts of $50 million to $100 million. A partial schedule attached to the petition says that the Debtor owes $52.95 million to Banco Popular De Puerto Rico on account of mortgage loans collateralized by various commercial facilities and real estate. The Debtor also owes $1.91 million to Banco Bilbao Vizcaya on account of secured mortgage loans. BERWIND REALTY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Berwind Realty, LLC P.O. Box 29166 San Juan, PR 00926-9166 Bankruptcy Case No.: 12-02701 Chapter 11 Petition Date: April 5, 2012 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) About the Debtor: The Debtor is a real estate firm Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A CURPILL, PSC LAW OFFICES 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: (787) 977-0515 E-mail: cacuprill@cuprill.com Estimated Assets: $50 million to $100 million. Estimated Debts: $50 million to $100 million. The petition was signed by Saleh Yassin, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Popular de Puerto Rico Mortgage Loans $52,955,219 Bankruptcy Department GPO Box 366818 San Juan, PR 00936 Kim-Sam PR Retail LLC Land Lease Arrears $227,328 P.O. Box 6203 Hicksville, NY 11802-6203 Star Wireless Note Payable $110,010 Avenye Jesus T. Pinero, #276 San Juan, PR 00927 L.M. Services y/o Victor Baez Maintenance Costs $84,000 Puerto Rico Barceloneta LLC Land Lease Arrears $56,288 Imperial Credit Corp. Insurance Financing $40,881 (IPFS Corp.) Agreement Perfect Security Corp. Security Services $19,567 Hilario Plumbing Plumbing Services $13,000 Scherrer Hernandez & Co. Accounting and $11,070 Auditing Services PR Electric Power (PREPA) Electric Power $10,990 Services Qui�ones & Arbona Law Offices Legal Services $10,363 Carmen Arana Martir Architectural Work $8,500 Jaca & Sierra Testing Lab. Soil Testing $7,388 Silk Roma Dress Lease Deposit $6,493 Berlitz PR Lease Deposit $5,974 Andres Reyes Burbos Waste Disposal $3,210 Services Municipio de Guaynabo Municipal Taxes $2,828 Ithamar Castro Lease Deposit $2,665 ZZ Maintenance Service, Corp. Maintenance Costs $2,400 Municipio de Carolina Municipal Taxes $2,149 BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt ------------------------------------------------------------ Bingo.com, Ltd., filed on March 30, 2012, filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Davidson & Company LLP, in Vancouver, Canada, expressed substantial doubt Bingo.com's ability to continue as a going concern. The independent auditors noted that the Company generated negative cash flows from operating activities during the past year, and has an accumulated deficit of $15,019,589 for the year ended Dec. 31, 2011. The Company reported a net loss of $689,016 on $1.42 million of revenue for 2011, compared with a net loss of $878,972 on $1.82 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.34 million in total assets, $96,291 in total current liabilities, and stockholders' equity of $3.24 million. A copy of the Form 10-K is available for free at: http://is.gd/J3ldJF Based in The Valley, Anguilla, B.W.I., Bingo.com, Ltd. is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. BRAND ENERGY: Moody's Changes Rating Outlook to Negative -------------------------------------------------------- Moody's Investors Service changed Brand Energy & Infrastructure Services, Inc.'s rating outlook to negative from stable, since Moody's views the company's financial policies toward its liquidity profile are becoming aggressive. Also, operating performance is below expectations resulting in weak credit metrics. In a related rating action, Moody's affirmed the company's B3 Corporate Family and Probability of Default Ratings. The following ratings/assessments were affected by this action: Corporate Family Rating affirmed at B3; Probability of Default Rating affirmed at B3; $125.0 million Sr. Sec. Revolving Credit Facility due 2013 affirmed at B2 (LGD3, 35%); $25.0 million Sr. Sec. Letter of Credit Facility due 2014 affirmed at B2 (LGD3, 35%); $687.9 million 1st Lien Sr. Sec. Term Loan due 2014 affirmed at B2 (LGD3, 35%); and, $375.0 million 2nd Lien Sr. Sec. Term Loan due 2015 affirmed at Caa2 (LGD5, 87%). Ratings Rationale The change in Brand's rating outlook to negative from stable incorporates Moody's view that the company's financial policies regarding its liquidity profile are becoming aggressive. Since Brand has yet to extend its revolving credit facility maturing February 2013, Moody's no longer consider the revolver availability as a source of liquidity since it matures within the year. Also, its First Lien Sr. Sec. Term Loan totaling $687.9 million becomes a current liability effective February 2013. Brand will not generate sufficient free cash flow nor have the cash on hand to completely repay this term loan when it becomes a current liability, further stressing the company's liquidity. Also, Brand's debt leverage will remain weak over the intermediate term. Its operating margins are under pressure due to customer turnover, some pricing pressures, and the company's inability to replicate large one-time sales from previous years. Moody's believes that the company's debt-to-EBITDA will remain around 7.25 times, incorporating Moody's standard adjustments, which is in line with that of lower rated companies. Brand's B3 Corporate Family Rating is supported by its solid market position as a leading provider of specialty services for insulation, coating, and refractory and work access equipment. The petrochemical and oil refinery end markets, the main drivers of Brand's revenues, are improving and Brand is well positioned to benefit from new customers as demand continues to grow. A downgrade is possible if Brand's financial performance deteriorates further. Debt-to-EBITDA remaining near 7.5 times (the ratio incorporates Moody's standard adjustments) could pressure the ratings. Brand's failure to extend its maturity profile over the near term could result in a downgrade as well. Stabilization of the ratings is unlikely until Brand addresses its capital structure by substantially extending its maturity profile; thereby, reducing the pressures on its free cash flows. Also, the company would need to demonstrate that it can generate better earnings. An improved liquidity profile, debt-to-EBITDA trending towards 6.0 times, and (EBITDA-CAPEX) sustained above 1.0 times (all ratios incorporate Moody's standard adjustments), could result in a positive rating action. The principal methodology used in this rating was the Global Business & Consumer Service Industry Methodology published October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Brand Energy & Infrastructure Services, Inc., headquartered in Kennesaw, GA, is the largest multi-craft specialty services company in North America. It provides scaffolding, insulation, coatings and other services supporting the refining, chemical and power industries. First Reserve Corporation, through affiliated funds, is the majority owner of Brand. Revenues for the last twelve months through September 30, 2011 totaled about $1.4 billion. BRANDYWINE REALTY: S&P Gives 'BB' Rating on $100MM Preferred Stock ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' rating to the $100 million 6.90% series E cumulative redeemable preferred stock issued by Brandywine Realty Trust Inc. The REIT indicated that it intends to use net proceeds from the offering for working capital, capital expenditures, or other general corporate purposes, which may include acquisitions, real estate development activities, redemption of outstanding preferred shares, and repurchases or redemption of debt. "Standard & Poor's ratings on Radnor, Pa.-based Brandywine Realty Trust Inc. and its operating partnership, Brandywine Operating Partnership L.P. (together, Brandywine), acknowledge this mid- Atlantic REIT's 'fair' business risk profile, which is supported by a core portfolio of well-occupied, institutional-quality office assets located primarily in Philadelphia and the surrounding suburban markets. Good property management and leasing competencies, which help the company outperform other property owners in most of its markets, also support Brandywine's business risk profile. However, same-store property performance has been weak over the past 18 months because of tenant move-outs and consolidations, as well as because of limited demand for office space due to weak economic conditions, particularly in Brandywine's New Jersey/Delaware markets," S&P said. "Adequate liquidity and capital-raising activities over the past two years have bolstered Brandywine's 'intermediate' financial risk profile, enabling the REIT to reduce leverage through bond tenders and open market purchases of debt, which it has financed predominantly with equity and asset sale proceeds. Brandywine's recently completed $1.2 billion of bank financing largely addresses 2012 and 2013 debt maturities and reduces the REIT's exposure to floating-rate debt. It also provides additional certainty regarding the company's fixed charges over the next few years," S&P said. "Our outlook on Brandywine is stable. We expect the operating performance of Brandywine's core portfolio to gradually improve over the next year as the REIT continues to gain market share from smaller, less well-capitalized landlords in its core markets. However, improvement in key credit metrics is likely to be slow because we believe rental rates in Brandywine's core markets will remain under pressure. Furthermore, we assume acquisition activity will be very modest ($50 million to $75 million) over the next two years (funded primarily through assets sales and equity), as Brandywine continues to focus on leasing its existing portfolio and strengthening its balance sheet. Under this scenario, we assume debt service and fixed-charge coverage (FCC) measures slowly improve to about 2.3x and 2.2x, respectively, up from 2.1x and 2.0x at Dec. 31, 2011," S&P said. "We believe Brandywine's current liquidity, boosted by the REIT's recent bank financing, its continuous equity program, and asset sale proceeds, is adequate to meet obligations over the next 12 to 18 months. However, we would lower our ratings if coverage measures deteriorate materially below current levels, perhaps due to more severe-than-expected tenant stress, and/or if the company were to embark on a largely debt-financed external growth strategy. Despite Brandywine's deleveraging activity, the company's debt service coverage measures remain somewhat weak, and operating headwinds currently limit the potential for an upgrade over the next 12 to 18 months. However, if improved fundamentals in Brandywine's core markets result in better-than-expected rent growth and occupancy, and if FCC were to approach the mid-2x area, we could raise the corporate credit rating to 'BBB'," S&P said. Ratings List Brandywine Realty Trust Inc./Brandywine Operating Partnership L.P. Corporate credit rating BBB-/Stable New Rating Brandywine Realty Trust Inc. $100 million 6.90% series E Cumulative redeemable preferred stock BB CAMCO FINANCIAL: Reports $214,000 Net Income in 2011 ---------------------------------------------------- Camco Financial Corporation filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Plante & Moran PLLC, in Columbus, Ohio, audited the Company's financial statements for 2011. The independent auditors said that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators. The Company reported net income of $214,000 on $25.86 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $14.56 million on $26.38 million of net interest income (before provision for loan losses) in 2010. The Corporation's balance sheet at Dec. 31, 2011, showed $767.02 million in total assets, $721.41 million in total liabilities, and stockholders' equity of $45.61 million. A copy of the Form 10-K is available for free at: http://is.gd/JOjCvo Located in Cambridge, Ohio, Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank ("Advantage" or the "Bank"). On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board ("FRB"). Advantage is primarily regulated by the State of Ohio Department of Commerce, Division of Financial Institutions (the "Division"), and the Federal Deposit Insurance Corporation (the "FDIC"). Advantage is a member of the Federal Home Loan Bank (the "FHLB") of Cincinnati, and its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund (the "DIF") administered by the FDIC. CAMTECH PRECISION: Avstar Wants May 4 Solicitation Period Deadline ------------------------------------------------------------------ Avstar Fuel Systems, Inc., has filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended motion to extend the exclusive period to solicit acceptances of a reorganization plan. As reported by the Troubled Company Reporter on Feb. 15, 2012, Avstar's exclusive right to solicit acceptances of its filed plan of reorganization is extended through and including March 5, 2012. Avstar sought an extension of its exclusive plan solicitation period to allow the claim of Marvel Schebler Aircraft Carburetors LLC to be estimated. MSA filed a motion to estimate claim for voting purposes in August 2011. Avstar seeks the entry of an order from the Court extending the solicitation period for a period of 60 days, through and including, May 4, 2012. Avstar's resources have been spent negotiating consensual plan treatment for Avstar's plan of reorganization. As a result of its efforts, Avstar was able to reach an agreement with Regions Bank and filed its Plan of Reorganization on July 5, 2011. Currently, Avstar is in the process of preparing an amended disclosure statement. Avstar seeks an extension of the time period to exclusively solicit acceptances of its plan of reorganization to permit MSA's claim to be estimated and to give Avstar the opportunity to have its plan confirmed. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., the attorney for the Debtor, says, "Avstar is making all required post-petition payments and effectively managing its finances. By maintaining sufficient resources to meet required postpetition payment obligations, Avstar is attempting to maximize recoveries for the benefit of creditors." Mr. Shraiberg assures the Court that the request for extension is reasonable given the Debtors' progress to date and the current posture of these cases. Avstar needs additional time to resolve contingencies and negotiate with its creditors, Mr. Shraiberg says. The Debtors have responded to the operational and administrative demands for this case and have worked diligently to advance Chapter 11 plans. About Camtech Precision Avstar, founded in 2007, designs, manufactures and overhauls carburetors and fuel injection systems for the aviation industry. Avstar is the holder of Federal Aviation Administration Parts Manufacturer Approvals for general aviation fuel systems. Avstar generates sales primarily from new product sales and overhauls of carburetors and servos for the general aviation industry. Jupiter, Florida-based Camtech Precision Manufacturing, Inc., Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel to the Debtors. Carlos E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove Battista P.A., in Miami, Florida, represent the Official Committee of Unsecured Creditors. In its schedules, Camtech disclosed assets of $10,977,673 and debts of $14,625,066. CAMTECH PRECISION: R&J's Plan Filing Period Extended to April 13 ---------------------------------------------------------------- The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of R&J National Enterprises, Inc., the Debtor's exclusive right to file a plan of reorganization through and including April 13, 2012. The Court also granted the Debtor's request to extend the exclusive right to solicit acceptances to a filed plan of reorganization through and including June 15, 2012. About Camtech Precision Avstar, founded in 2007, designs, manufactures and overhauls carburetors and fuel injection systems for the aviation industry. Avstar is the holder of Federal Aviation Administration Parts Manufacturer Approvals for general aviation fuel systems. Avstar generates sales primarily from new product sales and overhauls of carburetors and servos for the general aviation industry. Jupiter, Florida-based Camtech Precision Manufacturing, Inc., Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel to the Debtors. Carlos E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove Battista P.A., in Miami, Florida, represent the Official Committee of Unsecured Creditors. In its schedules, Camtech disclosed assets of $10,977,673 and debts of $14,625,066. CCM MERGER: Moody's Confirms Caa2 Rating on US$275MM Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service raised CCM Merger, Inc.'s Corporate Family and Probability of Default ratings to B3 from Caa1. The company's senior secured bank loan rating was also upgraded, to B2 from B3. A stable rating outlook was assigned. At the same time, the Caa2 rating on the CCM's $275 million senior unsecured notes due 2019 was confirmed. This rating was assigned on March 12, 2012 as part of a refinancing transaction that recently closed, and was based on the assumption that when it closed, Moody's would raise CCM's Corporate Family Rating to B3 from Caa1. The upgrade of CCM's Corporate Family Rating to B3 considers the closing of a refinancing transaction that extended the company's nearest term scheduled debt maturity four years, from 2013 to 2017 when the company's term loan comes due. In Moody's opinion, the completion of this refinancing provides CCM with enough financial flexibility to support this higher rating. This rating action completes the review process that was initiated on March 12, 2012 following CCM's announcement that it would pursue a debt refinancing designed to extend its debt maturity profile. Ratings upgraded: Corporate Family Rating to B3 from Caa1 Probability of Default Rating to B3 from Caa1 $20 million secured revolver expiring 2016 to B2 (LGD 3, 33%) from B3 (LGD 3, 34%) $590.4 million term loan due 2017 to B2 (LGD 3, 33%) from B3 (LGD 3, 34%) Rating confirmed: $275 million senior unsecured notes due 2019 at Caa2 (LGD 5, 87%) Rating withdrawn: $269.5 million 8% senior unsecured notes due 2013 at Caa3 (LGD 5, 87%) Ratings Rationale CCM's B3 Corporate Family Rating considers the company's small, undiversified operations -- all of the company's cash flow is derived from one casino facility -- and high leverage. Debt/EBITDA for the 12-month period ended December 31, 2012 was about 6.7 times, a level Moody's considers level high given CCM's single asset profile. Positive rating consideration is given to CCM's good liquidity which is characterized by positive free cash flow and a relaxed debt maturity profile. Also considered are the favorable characteristics of the Detroit, Michigan gaming market, including significant population density as measured by adults per gaming position, and casino participation rates are high. Additionally, state law allows only three casinos in the city providing a significant barrier to entry for new competitors. The stable rating outlook considers Moody's view that CCM will apply some or all of its free cash flow towards debt reduction and that it will reduce debt/EBITDA towards 6.0 times by the end of fiscal 2013. The stable rating outlook also considers Moody's expectation that there will be a small amount of cannibalization from Penn National Gaming, Inc.'s (Ba2, positive) casino in Toledo, Ohio once it opens. Additionally, while the legalization of additional casinos in Detroit always possible, Moody's does not believe it is likely to occur in the foreseeable future. Ratings could be raised if the company is able reduce its debt/EBITDA to 5.5 times or below, and maintain a good liquidity profile. Ratings could be lowered if it appears CCM will not be able to achieve and maintain its debt/EBITDA below 6.5 times for any reason. The principal methodology used in rating CCM Merger Inc was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding company whose operating subsidiary, Detroit Entertainment L.L.C. owns and operates the MotorCity Casino Hotel in Detroit, Michigan --- one of only three commercial casinos that are allowed to operate in Detroit, Michigan. The company generates approximately $490 million of annual net revenue. CCM MERGER: S&P Gives 'CCC+' Rating on $275M Sr. Unsecured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' issue-level rating (two notches lower than its 'B' corporate credit rating) to Detroit, Mich.-based CCM Merger Inc.'s $275 million senior unsecured notes due 2019. "We also assigned our recovery rating of '6', indicating our expectation of negligible (0 to 10%) recovery for lenders in the event of a payment default. CCM used the proceeds from the proposed issuance to repay its senior unsecured notes due August 2013. Our 'B' corporate credit rating on CCM remains unchanged. The rating outlook is stable," S&P said. "Our corporate credit rating on CCM Merger Inc. reflects our assessment of the company's financial risk profile as 'highly leveraged' and its business risk profile as 'weak' according to our criteria," said Standard & Poor's credit analyst Michael Halchak. "CCM owns and operates the Motorcity Casino Hotel in downtown Detroit. Our assessment of CCM's financial risk profile as highly leveraged reflects its high debt leverage, but we expect the leverage profile to gradually improve. CCM's business risk profile is weak, based on its narrow business focus as an operator of a single casino property in a highly competitive market, and the persistent, challenging economic conditions in that market. Its relatively stable operating performance over the economic cycle-- and ability to maintain a sizable market share--somewhat temper these factors," S&P said. "Our stable rating outlook on CCM Merger reflects our expectation that CCM will continue generating relatively stable cash flow, allowing moderate deleveraging over the intermediate term. Despite our expectation for a low-single-digit percentage decline in EBITDA in 2012, we believe credit measures will improve over the longer term from modest growth in EBITDA, scheduled term-loan amortization, and the 75% excess cash flow sweep provision under the credit facility," S&P said. "We could consider an upgrade if we believe performance improvements would drive leverage below 6x within the subsequent 12 months. Under our current forecast, we expect leverage to remain above 6x through 2013. Downside rating pressure could result from meaningful underperformance to the point where a covenant violation becomes likely, or if we believe interest coverage could fall below 1.5x," S&P said. CENTRAL VIRGINIA: Reports $778,000 Net Income in 2011 ----------------------------------------------------- Central Virginia Bankshares, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. The Company reported net income of $778,000 on $10.67 million of net interest income (before provision for loan losses) for 2011, compared with a net loss of $15.25 million on $12.21 million of net interest income (before provision for loan losses) for 2010. Total non-interest income was $4.75 million in 2011, compared with $4.73 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $395.35 million in total assets, $382.79 million in total liabilities, and stockholders' equity of $12.56 million. Over the past four years, the Company's capital position has been negatively impacted by deteriorating economic conditions that in turn has caused losses in its investment and loan portfolios. As a result of a 2009 examination by the Virginia Bureau of Financial Institutions and the Federal Reserve Bank of Richmond, the Company entered into a written agreement with the Bureau of Financial Institutions and the Federal Reserve. The Company has complied with the requirements of the written agreement, including submitting plans to significantly exceed the capital level required to be classified as "well capitalized", improve corporate governance, strengthen board oversight of management and operations, strengthen credit risk management and administration, and improve asset quality. The Company continues to address the requirements of the written agreement, and with the exception of completing a capital raise, the Company is substantially in compliance with a majority of the requirements of the written agreement. As of Dec. 31, 2011, the most recent notification from the Federal Reserve Bank categorized the Bank as adequately capitalized under the regulatory framework for prompt corrective action. A copy of the Form 10-K is available for free at: http://is.gd/Pfsdr3 Powhatan, Virginia-based Central Virginia Bankshares, Inc., was incorporated as a Virginia corporation on March 7, 1986, solely to acquire all of the issued and outstanding shares of Central Virginia Bank (the "Bank"). The Bank was incorporated on June 1, 1972, under the laws of the Commonwealth of Virginia and, since opening for business on Sept, 17, 1973, its main and administrative office had been located on U.S. Route 60 at Flat Rock, in Powhatan County, Virginia. In May 1996, the administrative offices were relocated to the Corporate Center in the Powhatan Commercial Center on New Dorset Road located off Route 60 less than one mile from the main office. In June 2005, the original main office was closed and relocated nine-tenths of a mile east, to the then just completed new main office building. The Company's primary service areas are Powhatan and Cumberland Counties, western Chesterfield and western Henrico Counties. CG JCF: S&P Raises Issuer Credit Rating to 'B+'; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services raised its issuer credit rating on C.G. JCF Corp. (Crump Insurance Group) to 'B+' from 'B'. The outlook is stable. Standard & Poor's subsequently withdrew its rating at the company's request. It also withdrew the 'B' bank loan rating and '4' recovery rating on C.G. JCF Corp.'s senior secured term loan B of $515 million and revolving credit facility of $40 million after it was paid down on April 2, 2012. "Crump completed the sale of its life insurance and property and casualty insurance divisions to BB&T Corp. (A-/Stable/A-2) on April 3, 2012, for $570 million in cash. The company will use the proceeds to pay down Crump's bank loan, which had $230 million outstanding as of year-end 2011. Crump's retirement service division, Ascensus, will continue business as usual after this transaction," S&P said. "The upgrade reflected Crump's improved financial profile given that currently there is no debt on the company's balance sheet and assuming no new debt will be added over the near term," said Standard & Poor's credit analyst Jieqiu Fan. "The outlook is stable, reflecting Ascensus' stable cash flow generation capabilities, good margins on the retirement service business, and, more importantly, our assumption the company will not take out new debt over the next 12 months," S&P said. CHINA SHENGHUO: Marcum Bernstein Raises Going Concern Doubt ----------------------------------------------------------- China Shenghuo Pharmaceutical Holdings, Inc., filed on March 30, 2012, filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Marcum Bernstein & Pinchuk LLP, in New York, N.Y., expressed substantial doubt China Shenghuo's ability to continue as a going concern. The independent auditors noted that the Company has a significant working capital deficiency. The Company reported net income $131,707 on $44.16 million of sales for 2011, compared with net income of $1.28 million on $32.70 million of sales for 2010. The Company's balance sheet at Dec. 31, 2011, showed $58.31 million in total assets, $52.80 million in total liabilities, and stockholders' equity of $5.51 million. A copy of the Form 10-K is available for free at: http://is.gd/ifbJrq Located in Kunming National Economy & Technology Developing District, China, China Shenghuo Pharmaceutical Holdings, Inc., was incorporated in the State of Delaware on May 24, 2005. The Company is primarily engaged in the research, development, manufacture, and marketing of pharmaceutical, nutritional supplement and cosmetic products. Almost all of the Company's products are derived from the medicinal herb Panax notoginseng, also known as Sanqi, Sanchi or Tienchi. Panax notoginseng is a greyish-brown or greyish-yellow plant that only grows in a few geographic locations on earth, one of which is Yunnan Province in southwest China, where the Company's operations are located. The main root of Panax notoginseng is cylindrically shaped and is most commonly one-to-six centimeters long and one-to-four centimeters in diameter. Panax notoginseng saponins (PNS), the active ingredient in Panax notoginseng, is extracted from the plant using high-tech equipment and in accord with Good Manufacturing Practice ("GMP") standards. The Company's main product, Xuesaitong Soft Capsules, accounted for approximately 84.5% of the Company's sales for the year ended Dec. 31, 2011. CLARE OAKS: Court Sets Plan Filing Extension Hearing for April 12 ----------------------------------------------------------------- The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois has set a hearing for April 12, 2012, at 10:30 a.m., on Clare Oaks' request to extend the exclusive periods for filing a Chapter 11 plan and obtaining acceptances of that plan. The Debtor is asking the Court to extend the period during which the Debtor has the exclusive right to file a plan by approximately 90 days, through and including July 2, 2012; and to extend the period during which the Debtor has the exclusive right to solicit acceptances of the plan by approximately 90 days, through and including Aug. 31, 2012. The Debtor commenced its Chapter 11 case with the goal of implementing a prompt sale of its assets or potentially a restructuring of its business to maximize the value of its estate for its stakeholders, while also ensuring that its residents continued to receive the best possible care. To that end, the Debtor's postpetition financing agreement, as amended, requires the Debtor to: (a) receive a non-binding letter of intent for the purchase of the majority of the Debtor's assets from a potential stalking horse bidder on or prior to Feb. 6, 2012; (b) receive a binding letter of intent for the purchase of the majority of the Debtor's assets from a potential stalking horse bidder on or prior to April 6, 2012; (c) file, not later than April 23, 2012, a motion to approve sale procedures for the majority of the Debtor's assets; (d) conduct an auction, if applicable, not later than June 4, 2012; and (e) close the sale of all or substantially all of the Debtor's assets not later than July 13, 2012. As reported by the Troubled Company Reporter on March 14, 2012, the Court, in a final order, authorized the Debtor to obtain postpetition financing in the form of a multiple draw term loan made available to the Debtor in a principal amount of up to $6 million with superpriority claims and first priority priming liens senior to any prepetition or postpetition liens from Senior Care Development, LLC, or its designee. The Debtor says that since the Petition Date, it has been working diligently to meet the milestones established by the Postpetition Financing Order. Because the Debtor received several letters of intent for the purchase of substantially all of its assets, the Debtor was able to satisfy the first milestone established by the Postpetition Financing Order. With respect to the second milestone, the Debtor has been negotiating with several prospective purchasers to obtain the best possible terms for a binding letter of intent. The Debtor states that notwithstanding the Debtor's efforts to date, several milestones remain to be met under the Postpetition Financing Order and it remains possible that one or more prospective purchasers may desire to effectuate a sale through a plan process. "Even if the Debtor sells its assets pursuant to section 363 of the Bankruptcy Code, the Debtor will still need to implement a process for the orderly winding up and administration of its estate. Moreover, in part at the prepetition lenders' request, the Debtor has been working diligently to determine the feasibility of an affiliate or restructuring of the prepetition indebtedness pursuant to a plan of reorganization," the Debtor says. The Debtor requests an extension of the exclusive filing period and exclusive solicitation period to provide it with the maximum flexibility to (a) effectuate a sale of its assets or restructuring of its business and (b) develop and propose an orderly, efficient and cost-effective resolution of its estate. "Although the Debtor's bankruptcy case is not unusually large, this case is somewhat complex in that the Debtor, while having a duty to maximize value to its stakeholders, is obligated to provide a high level of continuing care to its resident in a highly regulated environment. Moreover, because the Debtor does not own the land, there are on-going negotiations with the Debtor's landlord. Indeed, the balancing of these obligations has impacted many facets of the Debtor's case and is a key component of the sale and or reorganization process," the Debtor states. In light of the complexity of this Chapter 11 case, the Debtor submits that an extension of the exclusive periods is justified. The Debtor assures the Court that it has satisfied its postpetition obligations as they came due to date and believes that it will have sufficient liquidity to continue to satisfy its postpetition obligations as they come due through the remainder of this case. About Clare Oaks Clare Oaks, an Illinois not-for-profit corporation organized under section 501(c)(3) of the Internal Revenue Code, operates a namesake continuing care retirement community in Bartlett, Illinois. Its members are the Sisters of St. Joseph of the Third Order of St. Francis, a Roman Catholic religious institute, who are elected and serving as the members of the Central Board of the Congregation. Clare Oaks is managed by CRSA/LCS Management LLC, an affiliate of Life Care Services LLC. Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides over the case. David R. Doyle, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago, serve as the Debtor's counsel. North Shores Consulting serves as the Debtor's operations consultant. Continuum Development Services and Alvarez & Marsal Healthcare Industry Group LLC serve as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief Restructuring Officer. Sheila King Marketing + Public Relations serves as communications advisors. CliftonLarsonAllen is the Debtor's accountants. B.C. Ziegler and Company is the Debtor's proposed investment banker and financial advisor. In its petition, Clare Oaks estimated $100 million to $500 million in assets and debts. The petition was signed by Michael D. Hovde, Jr., president. Attorneys at Neal Wolf & Associates, LLC, represent the Official Committee of Unsecured Creditors as counsel. Wells Fargo, as master trustee and bond trustee, is represented by Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq., and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC. Sovereign Bank, the letters of credit issuer, is represented by John R. Weiss, Esq., at Duane Morris LLP. Senior Care Development LLC, the DIP Lender, is represented by William S. Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen & Snyder LLP. COLDWATER PORTFOLIO: Klein Retail Unit Files for Chapter 11 ----------------------------------------------------------- Coldwater Portfolio Partners LLC filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012 in its home- town in South Bend, Indiana. The Debtor estimated assets of $10 million to $50 million and debts of $50 million to $100 million. The Debtor identified in schedules attached to the petition 12 properties that are "secured by Torchlight Investors LLC." The properties include the Wal-Mart Shopping Center in Billings, Montana, the Peter Pan Shopping Center in Independence, Kansas, and the 12950 Willow Center, in Houston Texas. Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, in Chicago, Illinois, represents the Debtor. Coldwater Portfolio is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc., is the parent of Coldwater II. Klein Retail last made disclosures with the Securities and Exchange Commission on May 2011 when it said that it "is engaged in ongoing discussions with prospective lenders and investors to seek liquidity through potential restructuring or refinancing of its existing credit facilities and/or issuance of debt or equity." COLDWATER PORTFOLIO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Coldwater Portfolio Partners LLC dba CPP Holdings LLC 3697 Portage Road South Bend, IN 46628 Bankruptcy Case No.: 12-31182 Chapter 11 Petition Date: April 4, 2012 Court: U.S. Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Harry C. Dees, Jr. Debtor's Counsel: Forrest B. Lammiman, Esq. MELTZER, PURTILL & STELLE LLC 300 S. Wacker Drive, Suite 3500 Chicago, IL 60606 Tel: (312) 987-9900 Fax: (312) 987-9854 E-mail: flammiman@mpslaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Kenneth S. Klein, manager of CPP Holdings, LLC, its member. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Torchlight Investors LLC Loan $73,440,000 230 Park Avenue, 12th Floor New York, NY 10169 Hartford Insurance Insurance Services $36,443 P.O. Box 415738 Boston, MA 02241 James Gordon, CPA Professional Services $22,165 373 Western Avenue Coldwater, MI 49036 Christoff & Sons Floor Covering Open Account $16,335 Inc. Tarter Construction Co. Inc. Construction Services $12,515 RETC LP Professional Services $12,144 Coldwater Portfolio Partners Intercompany Note $11,304 LLC II TLC Groundskeeping LLC Lawn Care and Snow $8,904 Removal Services Terra Properties Inc. Construction Services $8,244 The Korte Company Maintenance Services $8,244 Weidholz Investments Inc. Commissions $8,000 CB Richard Ellis Inc. Commissions $6,710 Dial Land Development Commissions $5,939 Lukazcek Excavating Snow Removal Services $4,340 NAI Business Properties Commissions $4,225 Nuway Construction Maintenance Services $4,200 Scott Sheehy Snow Removal Services $4,200 Arbor Tech Tree Service Snow Removal Services $4,168 Montana Department of Revenue State Income Taxes $3,950 Coldwell Banker Commercial Commissions $3,926 COMMUNICATION INTELLIGENCE: PMB Helin Raises Going Concern Doubt ---------------------------------------------------------------- Communication Intelligence Corporation filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. PMB Helin Donovan, LLP, in San Francisco, Calif., expressed substantial doubt about Communication Intelligence's ability to continue as a going concern. The independent auditors noted that of the Company?s significant recurring losses and accumulated deficit. The Company reported a net loss of $4.50 million on $1.55 million of revenue for 2011, compared with a net loss of $4.16 million on $851,000 of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.79 million in total assets, $3.15 million in total liabilities, and a stockholders' deficit of $357,000. A copy of the Form 10-K is available for free at: http://is.gd/f2U1f0 Redwood Shores, California-based Communication Intelligence Corporation is a supplier of electronic signature products and the recognized leader in biometric signature verification. CORAL PEARLS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Coral Pearls, LLC 7324 Southwest Freeway, Suite 1715 Houston, TX 77074 Bankruptcy Case No.: 12-32612 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Larry A. Vick, Esq. 908 Town & Country Boulevard, Suite 120 Houston, TX 77024 Tel: (713) 333-6440 Fax: (713) 343-4757 E-mail: lv@larryvick.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Jim-Daniels Nnah, manager. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citiscape International, Inc. Architect Fees $13,023 6200 Savoy, Suite 500 Houston, TX 77036 CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt ------------------------------------------------------------------ Cortex Pharmaceuticals, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Haskell & White LLP, in Irvine, California, expressed substantial doubt about Cortex Pharmaceuticals' ability to continue as a going concern. The independent auditors noted that the Company does not currently possess sufficient working capital to fund its operations through the next fiscal year. The Company reported a net loss of $2.25 million on $3.11 million of revenues for 2011, compared with net income of $1.63 million on $10.47 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.82 million in total assets, $1.14 million in total liabilities, and stockholders' equity of $675,910. A copy of the Form 10-K is available for free at: http://is.gd/MBYr2R Headquartered in Irvine, California, Cortex Pharmaceuticals, Inc., is engaged in the discovery and development of innovative pharmaceuticals for the treatment of breathing disorders, including respiratory depression and sleep apnea. CROSS ISLAND PLAZA: Brookville Bldg. Owner Files for Chapter 11 --------------------------------------------------------------- Rosedale, New York-based Cross Island Plaza, Inc., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 1-12-42491) in Brookly, on April 4, 2012. The Debtor has filed a motion to pay employee wages and benefits and a motion for joint administration with the case of Block 1892 Realty Corp. (Case No. 12-42493). Cross Island claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), estimating assets and debts of $10 million to $50 million. CIP owns and operates an office building and parking lot known as "One Cross Island Plaza" located at 133-33 Brookville Boulevard, 242-04, 242-08, 242-12, 242-18, 242-24, 242-28, and 242-34 133rd Avenue, Rosedale, New York. The property consists of three floors and a lower level which is occupied by roughly 100 tenants. Block owns an additional parking lot in close proximity to the One Cross Island Plaza, which is located at 244-09, 244-19, and 244-16 Merrick Boulevard, and 243-40 132nd Road, Rosedale, and has entered into a ground lease with CIP to provide additional parking space for two tenants of Cross Island. CIP owns lenders led by U.S. Bank National Association, as trustee, on account of a promissory note in favor of Arbor Commercial, Mortgage, LLC, as original trustee, in the principal amount of $27 million. In September 2009, the Federal Deposit Insurance Corp., as receiver for Washington Mutual Bank, commenced a civil action (E.D.N.Y. Case No. 09-3936) against Georgia Kontogiannis (the president and sole shareholder of the Debtors), Annette Apergis (the daughter of Mr. Konotiannis). The FDIC suit claims that WaMu was a victim of an organized mortgage fraud scheme orchestrated by the defendants. The suit, which does not include the Debtors among the defendants, seeks $50 million. A similar suit was commenced by DLJ Mortgage Capital Inc. in the Supreme Court of New York in April 2010. The DLJ suit alleges that a mortgage fraud was perpetuated upon DLJ by Mr. Kontogiannis. The DLJ suit includes the Debtors among the defendants. The Court in the DLJ action issued three orders of attachment in 2011. The terms of the Nov. 16, 2011 attachment order granted DLJ a pre-judgment attachment of no less than $50 million. The court also entered an order appointing a receiver for several real properties, including the One Cross Island Plaza. A December 2011 order allowed CIP to continue operating its property. CROSS ISLAND PLAZA: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Cross Island Plaza, Inc. c/o Building Management One Cross Island Plaza, Suite LL1 Rosedale, NY 11422 Bankruptcy Case No.: 12-42491 Chapter 11 Petition Date: April 4, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Nancy Hershey Lord Debtor's Counsel: Adam L. Rosen, Esq. SILVERMAN ACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Fax: (516) 479-6301 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 Chloe Henning, authorized representative. CROWN CASTLE: S&P Rates $1-Bil. Senior Secured Notes 'B-' --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' issue-level rating and '6' recovery rating to Crown Castle International Corp.'s (B+/Stable/--) proposed $1 billion senior unsecured notes due 2022. "The '6' recovery rating reflects expectations for negligible (0%-10%) recovery of principal in the event of default. The company intends to use the proceeds to finance a tender offer for its 9% notes, which totaled approximately $861 million in aggregate principal amount at April 3, 2012, and which will require about $982.4 million in cash, including tender premium, related fees and expenses," S&P said. "Our ratings on Crown reflect its 'strong' business risk position, and 'highly leveraged' financial risk profile. Given debt incurred for the WCP acquisition in January 2012 and the pending acquisition of NextG, we expect that Crown Castle's leverage will be approximately 7x for 2012, consistent with the current rating and outlook," S&P said. RATINGS LIST Crown Castle International Corp. Corporate Credit Rating B+/Stable/-- New Ratings Crown Castle International Corp. Senior Unsecured $1 bil nts due 2022 B- Recovery Rating 6 CRYOPORT INC: Hires Steven Leatherman as Chief Commercial Officer ----------------------------------------------------------------- CryoPort, Inc., named Steven Leatherman, 58, as the Company's Chief Commercial Officer. Mr. Leatherman has more than 30 years of experience in sales and marketing, and operations management in the healthcare industry. Prior to joining the Company, Mr. Leatherman was Vice President of Global Surgical Supplies for Ansell Sandel Medical Solutions. From 2008 to 2011, Mr. Leatherman served as President of Sandel Medical Industries, a leader in healthcare safety solutions. From 2007 to 2008, he was general manager of Microflex, a division of BarrierSafe Solutions. Prior to that, he held several senior positions, including Director of Marketing for Bausch & Lomb, Surgical Division; Vice President of Marketing for Carl Zeiss Surgical, Inc.; Vice President, International Marketing for Terumo Heart, Inc.; and US Director of Marketing at Biotronik. Mr. Leatherman has a Bachelor's Degree in Biology from the University of Nevada, and a Master's in Business Administration from the University of Phoenix. Mr. Leatherman will be paid an annual base salary of $235,000 and he will be eligible for an incentive bonus targeted at 30% of his annual base salary. Additionally, on April 2, 2012, Mr. Leatherman was granted: (i) an option to purchase 150,000 shares of the Company's common stock at an exercise price of $0.62 per share, which was the closing price of the Company's common stock on April 2, 2012, subject to vesting over four years, with 18,750 shares vesting on each six month anniversary of the date of grant; and (ii) an option to purchase 100,000 shares of the Company's common stock at an exercise price of $0.62 per share vesting as to: (a) 50,000 shares of common stock at such time as the Company achieves 5,000 shipments per month and (b) 50,000 shares of common stock at such time as the Company achieves six-months of sustainable positive cash flow as determined by the Company's Board of Directors. About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's fiscal 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. The Company reported a net loss of $6.16 million on $378,700 of net revenues for the nine months ended Dec. 31, 2011, compared with a net loss of $4.29 million on $375,400 of net revenues for the same period during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $4.22 million in total assets, $3.60 million in total liabilities and $620,873 in total stockholders' equity. DABRIEL INC.: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Dabriel Inc. dba Paradise Theater 58 West 58th Street, Suite 20C New York, NY 10019 Bankruptcy Case No.: 12-11411 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Alex Spizz, Esq. TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C. 425 Park Avenue New York, NY 10022 Tel: (212) 754-9400 Fax: (212) 754-6262 E-mail: aspizz@tnsj-law.com - and ? Arthur Goldstein, Esq. TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C. 425 Park Avenue New York, NY 10022 Tel: (212) 754-9400 Fax: (212) 754-6262 E-mail: agoldstein@tnsj-law.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Gabriel Boter, president. DALLAS HIGH POINT: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Dallas High Point Centre Associates, Ltd. filed with the Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $7,563,679 B. Personal Property $185,007 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,535,873 E. Creditors Holding Unsecured Priority Claims $14,702 F. Creditors Holding Unsecured Non-priority Claims $1,665,489 ---------- ----------- TOTAL $7,748,687 $12,270,558 A full text copy of the company's scheduled of assets and liabilities is available free at: http://bankrupt.com/misc/DALLAS_HIGH_sal About Dallas High Point Dallas High Point Centre Associates, Ltd., filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011. Judge Barbara J. Houser presides over the case. Seth P. Crosland, Esq. at Aleshire & Crosland, PLLC, serves as the Debtor's counsel. The Debtor posted 17,100,000 in assets and $12,161,362 in debts. The petition was signed by M.T. Akhavizadeh, president. Jeffery A. Wells acts as the company's bankruptcy counsel. DAYTOP VILLAGE: Files for Chapter 11 Due to Issues With Lenders --------------------------------------------------------------- Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. The Debtors currently employ approximately 416 employees. Approximately 375 of the Debtors' employees are full-time salaried employees, while the remaining employees are paid on an hourly basis. The Debtors' monthly payroll is $1.644 million. The Debtors' operations are overseen and funded in part by the New York State Office of Alcoholism and Substance Abuse Services ("OASAS"). Lowenstein Sandler PC is the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. The Debtors have (i) $33.05 million of outstanding secured indebtedness owing under certain prepetition credit facilities; and (ii) $3.63 million of outstanding secured indebtedness owing to the Dormitory Authority of the State of New York in respect of certain loans provided from DASNY to the Debtors related to DASNY bond offerings. First Day Motions In order to enable the Debtors to minimize the adverse effects of the commencement of the Chapter 11 Cases on their business and to ensure that their reorganizational goals can be implemented with limited disruption to their operations, the Debtors have requested various types of relief in certain "First Day" motions. The First Day Motions seek relief aimed at, among other things, (a) ensuring the continued health and safety of the Debtors' patients; (b) maintaining and maximizing vendor confidence and employee morale; (c) ensuring the continuation of the Debtors' cash management systems and other business operations; (d) securing the postpetition availability of cash necessary to continue the Debtors' operations; and (e) establishing certain administrative procedures to facilitate a smooth transition into chapter 11. In their request to access cash collateral, the Debtors noted that the value of the collateral exceeds the amount of the obligations owed to the prepetition lenders by more than $20 million. The Debtors will also grant the lenders replacement liens and superpriority administrative claims to protect the lenders ferom any diminution in value of the collateral. Road to Bankruptcy Michael Dailey, CEO of the Debtors, relates that from fiscal 2006 through fiscal 2011, the Debtors incurred cumulative operating losses of approximately $28.25 million. The operating losses were largely attributable to a significant decline in Daytop's residential patient census (i.e., the number of in-patient residents at the Debtors' residential facilities, which is the leading generator of the Debtors' revenues), together with an oversized expense structure. In particular, the residential census declined from a high of approximately 1100 in 2006 to 724 in October 2010, when the Debtors retained new management. New management promptly adopted, among other things, expense cuts of approximately $2.4 million on an annualized basis, coming from both fixed and variable categories. Between September 2010 and June 2011, the execution of the new business strategy resulted in a 90% reduction in the prior year's operating losses, from $5.4 million to $500,000. In the midst of this positive momentum, on July 14, 2011, two current and one former Daytop counselors were arrested for allegedly trading "favors," including waivers of urine toxicologies and group therapy sessions, for stolen property. As a result, Treatment Alternatives for Safer Communities, an important criminal justice opinion leader, as well as other referring agencies, imposed a temporary ban on new referrals to Daytop on account of the Far Rockaway Incident. During late 2011, TASC lifted its referral restrictions and most every other referral source again followed suit. In addition to the difficulties posed by the Far Rockaway Incident, the Debtors have also experienced significant challenges resulting from poor performance by Health Business Solutions ("HBS"), who the Debtors retained during 2010 to perform the Debtors' billing functions. As a result, the Debtors determined to terminate HBS for cause and replace it with Millen Associates. The Debtors are defending litigation commenced by HBS arising out of their termination. As Daytop's operating losses increased to a total of $16 million from fiscal 2006 to 2008, lenders extended $16 million of new credit to Daytop, primarily to cover those operating losses. During this same three-year period, the Debtors' bank and trade debt increased from $25 million to $39 million and its annual debt service obligation increased from $1.7 million to $3 million, above Daytop's ability to pay by any historical measure. By the end of 2008, as real estate values plummeted and Daytop's performance continued to decline, the Lenders stop lending to Daytop. Over the next two years, the Debtors managed their cash by, among other things, suspending payments to their pension plan and "stretching" their trade payables from an average aging of 90 days to nearly 150 days. The Debtors' liquidity and operating reserves, however, were hopelessly mismatched to their growing liabilities. In late 2011, the lenders began to take a decidedly more aggressive stance with respect to the Debtors, despite the fact that they are the only creditors whose debt has been serviced in a timely fashion over the past eight years. As the need for payroll support grew more acute over the last few months, the lenders increasingly tied any ongoing support to concessions from the Debtors, including the provision of new collateral for existing loan facilities and the placement of deeds in escrow with respect to certain of the Debtors' properties. Faced with this cash crisis, the Debtors have commenced a sale process for their headquarters building on 40th Street in Manhattan, which is owned by DVF. Cushman & Wakefield, the broker, has marketed the building. At the conclusion of the marketing, the Debtors entered into sale- purchase agreement with 54 West 40th Realty LLC for the sale of the asset for $26.5 million. The Debtors anticipated that the proceeds would be used to pay a significant portion of obligations to lenders, past-due obligations with respect to their pension fund, reduce debt to trade vendors, and provide working capital. However, over the past months, the lenders have continued to increase the portion of the proceeds that they would require be remitted to them at the time of closing. In exchange for funding the Debtors' payroll, the lenders had tied the maturity of many of the Debtors' obligations to the closing and had also imposed the failure to close by March 26, 2012, (as later extended) as an event of default. Combined with the Lenders' unwillingness to make available to the Debtors sufficient proceeds from the sale, the Debtors were presented with the Hobson's choice of defaulting on their obligations to the Lenders or turning over so much of the sale proceeds that they would have left themselves no ability to address their other past-due obligations and limited and uncertain access to cash going forward. Mr. Dailey relates that as a result of all of the foregoing, the Debtors were forced to file the Chapter 11 cases. The Debtors intend to use the time in bankruptcy to avoid this possibility by de-leveraging their balance sheet through select asset sales and a refinancing of their existing capital structure with a lender or group of lenders that will allow the Debtors to continue their operational rehabilitation. The Debtors expect to be able to continue to provide the high level of service to the community that they have throughout their history during and after the conclusion of the Chapter 11 cases. DAYTOP VILLAGE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Daytop Village Foundation Incorporated 104 West 40th Street, 4th Floor New York, NY 10018 Bankruptcy Case No.: 12-11436 Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Daytop Village, Inc. 12-11437 04/05/12 Chapter 11 Petition Date: April 5, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Shelley C. Chapman About the Debtors: In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It has six residential facilities and eight outreach clinics in New York. Debtors' Counsel: Norman N. Kinel, Esq. LOWENSTEIN SANDLER PC 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 E-mail: nkinel@lowenstein.com Debtors' Restructuring and Management Officer: MAROTTA GUND BUDD DEZERA LLC Debtors' Claims Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Assets & Debts: Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. The petition was signed by Michael Dailey, chief executive officer. Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Daytop Village, Inc. Pension Plan -- $4,676,694 104 W. 40th Street, 4th Floor New York, NY 10018 Empire Blue Cross/Blue Shield Insurance Policy $730,449 15 Metro Tech Center South, 4th Floor Brooklyn, NY 11201 Health Business Solutions, LLC Trade Debt $720,100 10620 Griffin Road, Suite 204 Cooper City, FL 33713 Bottini Fuel Trade Debt $555,336 2785 Main Street P.O. Box 1640 Wappingers Falls, NY 12590-1576 New York State Dept. of Labor Unemployment $477,227 W.A. Harriman Campus, Building 12 Insurance Albany, NY 12240 Sysco Albany, LLC Trade Debt $445,242 One Liebich Lane Halfmoon, NY 12605 Millin Associates, Inc. Trade Debt $407,095 521 Chestnut Street Cedarhurst, NY 11516 Bendiner & Schlesinger, Inc. Trade Debt $305,252 Brooklyn Army Terminal Building B, Unit 8D 140 58th Street Brooklyn, NY 11220 Broadway Premium Funding Corp. Insurance Finance $286,020 135 Crossways Park Drive Woodbury, NY 11797 Klafter Olsen & Lesser LLP Professional $250,000 2 International Drive, Suite 350 Services Rye Brook, NY 10573 U.S. Foodservice, Inc. Trade Debt $248,646 104 W. 40th Street Property Lease $232,665 Investors Paetec/Windstream Trade Debt $228,867 Execu-Search Group, Inc. Trade Debt $212,741 Chem RX Trade Debt $186,910 Office of Alcoholism & Substance Trade Debt $184,029 Abuse Services Bonafide Estates, Inc. Lease $176,948 Performance/AFI Foodservice Trade Debt $171,992 Doozer Software, Inc. Trade Debt $169,382 New York Department of Health Overpayment $152,034 New York City Water Board Trade Debt $132,110 Nat Kagan Meat & Poultry Inc. Trade Debt $111,720 Elka Mps Trade Debt $110,827 Fugazy & Rooney LLP Professional $109,266 Services Burke Supply Systems Trade Debt $103,947 Con Edison Trade Debt $101,803 Greenberg Traurig LLC Professional $98,113 Services KJL Rent $91,225 ADP, Inc. Trade Debt $87,624 Green Key Resources LLC Trade Debt $87,219 DBSI SHERIDAN: Marx Development Buys Office Bldgs for $6.85MM ------------------------------------------------------------- Brian Bandell at the South Florida Business Journal reports that a pair of neighboring office buildings in Hollywood was sold at a bankruptcy auction for $6.85 million, or 13% less than their mortgage. According to the report, Bank of America, as trustee for a commercial mortgage-backed securities trust, filed a $7.9 million foreclosure lawsuit in August 2010 against DBSI Sheridan, which owns the 121,260 square feet of office space at 7261 and 7369 Sheridan St. They are a few blocks east of Memorial Pembroke Hospital. The report notes the bankrupty judge approved in March the results of an auction that North Miami Beach-based Marx Developments won with a $6.85 million bid. According to the purchase agreement, the buyer agreed to pay $1.37 million in cash and assume the $5.48 million restructured mortgage. Marc Osheroff is the new guarantor of the loan. The report relates Marx Developments was represented in the deal by Gary Simon, of Simon & Simon P.A. The report adds DBSI Sheridan paid $13.8 million for the office buildings in 2004. The recent purchase price was about half of that. Based in San Diego, California, DBSI Sheridan, LLC, files for Chapter 11 protection on Jan. 7, 2011 (Bankr. S.D. Fla. Case No. 11-10384). Scott A. Underwood, Esq., and Thomas M. Messana, Esq., at Messana Stern, P.A, represent the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. DISH NETWORK: S&P Keeps BB- Corp. Credit Rating; Outlook Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Englewood, Colo.-based satellite-TV provider DISH Network Corp. to positive from stable. "In addition, we affirmed all ratings on the company, including the 'BB-' corporate credit rating," S&P said. "The outlook revision reflects our expectations that we will get greater clarity on DISH's wireless strategy in the next 12 months," said Standard & Poor's credit analyst Naveen Sarma. "DISH owns licenses for MSS spectrum (2 GHz band) and would like to build out a terrestrial wireless network using this spectrum. Last month, the FCC issued a Notice of Proposed Rulemaking (NPRM), which could allow stand-alone terrestrial services over this spectrum. If this NPRM were adopted, DISH would be able to build out its network. Resolution of this NPRM is expected before the end of 2012. We could raise our ratings on DISH if the company's wireless strategy is undertaken is such a manner that we did not believe that debt leverage, which was 2.2x at the end of 2011, would exceed 4.0x." "The ratings on DISH are constrained by the lack of clearly articulated strategic and financial policies," added Mr. Sarma, "particularly with regard to recent acquisitions and investments outside of the core video business. The ratings also reflect the strong competition from rival DIRECTV and other video providers. Standard & Poor's believes DISH's lack of its own triple-play package, consisting of video, high-speed data (HSD), and voice services, could put it at a competitive disadvantage longer term to cable-TV operators and Verizon Communications Inc. and AT&T (with their respective FiOS and U-verse video offerings). In addition, the rating recognizes the longer term uncertainty of the impact of the new over-the-top (OTT) operators, such as Hulu and Netflix, on the video distribution model," S&P said. "Somewhat tempering these risks is the company's moderate leverage for the rating category. Other tempering factors include 'strong' liquidity from healthy free cash flow and a sizable cash balance," S&P said. "The positive outlook indicates the potential of an upgrade in the next 12 months if there is greater clarity regarding the company's wireless strategy, in particular if that the strategy would be executed in such a manner that leverage would remain under 4x. An upgrade would also be based on the continuation of recent operating results that suggest stabilization in the company's video service," S&P said. "Conversely, we could revise the outlook back to stable if the company pursues a significantly more aggressive financial policy than we anticipate, most likely to develop and deploy its wireless strategy, increasing leverage to greater than the mid-4x area on a run-rate basis. Alternatively, another path toward a revision back to stable would be a weakening competitive business position with accelerating subscriber losses and high churn, leading to EBITDA declines and margin compression," S&P said. DJO FINANCE: $105MM Add-On to Term Loan No Impact on Ratings ------------------------------------------------------------ Moody's Investors Service said that DJO Finance LLC's $105 million add-on to its $350 million term loan B-3, due September 15, 2017 is credit-positive but does not currently impact the B2 Corporate Family Rating, SGL-3 Speculative Grade Liquidity Rating, or negative outlook. The principal methodologies used in this rating were Global Medical Products & Device Industry published in October 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Vista, California, DJO Finance LLC, is a developer, manufacturer and distributor of medical devices that provide solutions for musculoskeletal health, vascular health and pain management. The company also develops, manufactures and distributes a broad range of reconstructive joint implant products. The company's products are used to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports related injuries. Many of the company's non-surgical devices are also used by athletes and individuals for injury prevention and at home physical therapy treatment. DJO has been owned by private equity sponsors Blackstone Management Partners V L.L.C. since 2006. For the year ended December 31, 2011, DJO generated net sales of approximately $1.075 billion. DR. TATTOFF: SingerLewak LLP Raises Going Concern Doubt ------------------------------------------------------- Dr. Tattoff, Inc., filed on March 30, 2012, its annual report on Form 40-F for the fiscal year ended Dec. 31, 2011. SingerLewak LLP, in Los Angeles, Calif., expressed substantial doubt about Dr. Tattoff's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations, and has an accumulated deficit of approximately $4,568,000 at Dec. 31, 2011. The Company reported a net loss of $2.47 million on $2.67 million of revenue for 2011, compared with net income of $1.38 million on $2.18 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.44 million in total assets, $1.54 million in total liabilities, and a stockholders' deficit of $100,781. A copy of the Form 10-K is available for free at: http://is.gd/SMkUzi Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates or provides management services to five laser tattoo and hair removal clinics located in Texas and California, all of which operate under the Company's registered trademark "Dr. Tattoff." EDENOR SA: Posts ARS45.4-Mil. Net Loss in 2011 ---------------------------------------------- Empresa Distribuidora y Comercializadora Norte Sociedad An�nima (Edenor S.A.) filed on March 30, 2012, its annual report for the fiscal year ended Dec. 31, 2011. Price Waterhouse & Co. S.R.L., in Buenos Aires, said that the delay in obtaining tariff increases, the cost adjustments recognition ("MMC"), requested in the presentations made until now by the Company in accordance with the terms of the Adjustment Agreement ("Acta Acuerdo") and the continuous increase in operating expenses significantly affected the economic and financial position of the Company and raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of ARS435.40 million on net sales of ARS3.565 billion for 2011, compared with a net loss of ARS49.05 million on ARS2.174 billion for 2010. The Company's balance sheet at Dec. 31, 2011, showed ARS5.744 billion in total assets, ARS4.373 billion in total liabilities, ARS56.87 million of minority interest, and stockholders equity of ARS1.314 billion. A copy of the annual report is available for free at: http://is.gd/9NgzBW Based in Buenos Aires, Argentina, Edenor S.A. is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires, which has a population of approximately 7 million people and an area of 4,637 sq. km. In 2011, Edenor sold 20,077 GWh of energy and purchased 23,004 GWh of energy, with net sales of approximately Ps. 2.3 billion and net loss of Ps. 435.4 million. ENVISION SOLAR: Salberg & Company Raises Going Concern Doubt ------------------------------------------------------------ Envision Solar International, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Salberg & Company P.A., in Boca Raton, Fla., expressed substantial doubt about Envision Solar's ability to continue as a going concern. The independent auditors noted that the Company reported a net loss of $2,547,493 and $2,360,851 in 2011 and 2010, respectively, and used cash for operating activities of $1,970,831 and $1,112,794 in 2011 and 2010, respectively. "At Dec. 31, 2011, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $2,657,976, $2,482,203 and $22,340,460, respectively." The Company reported a net loss of $2.55 million on $2.30 million of revenue for 2011, compared with a net loss of $2.36 million on $347,447 of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.18 million in total assets, $4.66 million in total liabilities, and a stockholders' deficit of $2.48 million. A copy of the Form 10-K is available for free at: http://is.gd/kRUsph San Diego, Calif.-based Envision Solar International, Inc., is a developer of solar products and proprietary technology solutions. EPICEPT CORP: Amends $25 Million Securities Offering ---------------------------------------------------- Epicept Corporation filed with the U.S. Securities and Exchange Commission a post-effective amendment no.1 to Form S-3 relating to the offer and sale, from time to time, of securities of EpiCept Corporation by the Company of up to $25 million securities. The securities are being offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. The Company's common stock is dual-listed on the OTCQX U.S. trading platform and the Nasdaq OMX Stockholm Exchange under the ticker symbol "EPCT." The last reported sale price of the Company's common stock on April 3, 2012, was $0.24 per share. A copy of the amended prospectus is available for free at: http://is.gd/s5TeP9 About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company's recurring losses from operations and the Company's stockholders' deficit raise substantial doubt about its ability to continue as a going concern and, as a result, the Company's independent registered public accounting firm, Deloitte & Touche LLP, in Parsippany, New Jersey, included an explanatory paragraph in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2010, which was included in our Annual Report on Form 10-K, with respect to this uncertainty. The Company reported a net loss of $15.65 million in 2011, compared with a net loss of $15.53 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $7.52 million in total assets, $24.30 million in total liabilities and a $17.14 million total stockholders' deficit. EVEREST ACQUISITION: S&P Assigns 'BB-' CCR; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'BB-' corporate credit rating to Houston-based Everest Acquisition LLC (to be renamed EP Energy LLC upon closing of the acquisition). The outlook is stable. "We also assigned a preliminary 'BB' issue-level rating (one notch higher than the corporate credit rating) to Everest's planned $500 million senior secured otes and its $500 million senior secured term loan. We assigned this debt a '2' preliminary recovery rating, which indicates our expectations of substantial (70% to 90%) recovery in the event of a payment default," S&P said. "We also assigned a preliminary 'B' issue-level rating (two notches lower than the corporate credit rating) to Everest's planned $2.5 billion senior unsecured notes. The preliminary recovery rating on these notes is '6', indicating our expectations of negligible (0% to 10%) recovery in the event of a payment default," S&P said. "Proceeds from the debt offerings will be used to partially fund the acquisition of El Paso Corp.'s (BB/Stable/--) exploration and production subsidiary by a group of private investors for $7.15 billion plus fees and expenses. The remaining purchase price will be financed by drawing down a portion of the company's proposed $2.0 billion reserve-based credit facility and equity from the sponsors (Apollo Global Management LLC, Riverstone Holdings LLC, Access Industries and Korea National Oil Corp.) The notes and term loan will be co-issued by Everest Acquisition Finance Inc. (to be renamed EP Energy Finance Inc. upon closing of the acquisition)," S&P said. "The ratings on Everest Acquisition LLC reflect our assessment of the company's 'fair' business risk and 'aggressive' financial risk profiles," said Standard & Poor's credit analyst Carin Dehne- Kiley. "The ratings incorporate the company's medium size and scale, its meaningful exposure to natural gas (70% of proven reserves and about 85% of 2011 production), its relatively high leverage versus peers, and its position in a highly cyclical, capital-intensive and competitive industry. Ratings also reflect the company's good hedging position (equivalent to 70% of last year's natural gas production in 2012 and 30% in 2013), adequate liquidity, and its ongoing shift to oil production." FEIHE INTERNATIONAL: Crowe Horwath Raises Going Concern Doubt ------------------------------------------------------------- Feihe International, Inc., filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Crowe Horwath (HK) CPA Limited, in Hong Kong, expressed substantial doubt about Feihe International's ability to continue as a going concern. The independent auditors noted that of the Company's deficiency of net current assets and significant cash commitments in the next twelve months, including maturity of short term bank loans of $54.6 million, current portion of long term bank loans of $5.9 million and redemption of redeemable common stock of $32.7 million. The Company reported a net loss of $1.07 million on $292.94 million of sales for 2011, compared with a net loss of $9.89 million on $256.61 million of sales for 2010. The Company's balance sheet at Dec. 31, 2011, showed $441.80 million in total assets, $266.30 million in total liabilities, and stockholders' equity of $175.50 million. A copy of the Form 10-K is available for free at: http://is.gd/g5Er0d Located in Beijing, China, Feihe International, Inc., produces and distributes milk powder, soybean milk powder, and related dairy products in the People;s Republic of China, or the PRC. FELICITY'S INC.: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Felicity's Inc. 6210 Chillum Place, NW Washington, DC 20011 Bankruptcy Case No.: 12-00251 Chapter 11 Petition Date: April 6, 2012 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Judge: S. Martin Teel, Jr. Debtor's Counsel: Sharon Ingrid Theodore-Lewis, Esq. PATRICK HENRY LLP 9470 Annapolis Road, Suite 312 Lanham, MD 20706 Tel: (240) 296-3488 E-mail: stlewis@patrickhenry.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Jeanette Awasum, president. FIRST FINANCIAL SERVICE: Reports $23.16-Mil. Net Loss in 2011 ------------------------------------------------------------- First Financial Service Corporation filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Crowe Horwath LLP, in Louisville, Ky., audited the Company's financial statements for 2011. The independent auditors said that the Company has recently incurred substantial losses, largely as a result of elevated provisions for loan losses and other credit related costs. "In addition, both the Company and its bank subsidiary, First Federal Savings Bank, are under regulatory enforcement orders issued by their primary regulators. First Federal Savings Bank is not in compliance with its regulatory enforcement order which requires, among other things, increased minimum regulatory capital ratios. First Federal Savings Bank's continued non-compliance with its regulatory enforcement order may result in additional adverse regulatory action." The Company reported a net loss of $23.16 million on $32.83 million of net interest income (before provision for loan losses) for 2011, compared with a net loss of $9.40 million on $36.08 million of net interest income (before provision for loan losses) for 2010. Total non-interest income was $474,000 in 2011, compared with $7.30 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.229 billion in total assets, $1.175 billion in total liabilities, and stockholders' equity of $53.46 million. A copy of the Form 10-K is available for free at: http://is.gd/msvBbz Elizabethtown, Kentucky-based First Financial Service Corporation was incorporated in August 1989 under Kentucky law and became the holding company for First Federal Savings Bank of Elizabethtown, effective on June 1, 1990. Since that date, the Corporation has engaged in no significant activity other than holding the stock of the Bank and directing, planning and coordinating its business activities. FREEDOM GROUP: S&P Affirms 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B+' issue level rating to Madison, N.C.-based FGI Operating Co. LLC's proposed $330 million term loan due 2019. "The preliminary recovery rating is '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "We also assigned our preliminary 'B-' issue-level rating to the proposed $250 million senior secured notes due 2020, to be co- issued by FGI Operating Co. and FGI Finance Inc. The preliminary recovery rating is '6', indicating our expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default," S&P said. "The company intends to use the proceeds from the proposed term loan and notes to pay outstanding balances under its existing 10.25% senior secured notes due 2015, of which $247.6 million was outstanding at Dec. 31, 2011, and 11.25%/11.75% senior pay-in-kind (PIK) notes due 2015, of which $241.8 million was outstanding at Dec. 31, 2011. Freedom Group will use the remaining proceeds to pay about $66 million in tender premiums, fees, and expenses, and to provide $21 million in additional balance-sheet cash. In conjunction with the notes issuances, the company is also planning on entering into a new $150 million asset-based lending (ABL) facility (unrated) to replace its existing $150 million ABL facility," S&P said. "We also affirmed our 'B+' corporate credit rating on Freedom Group. Our rating outlook is stable," S&P said. "The affirmation of our 'B+' corporate credit rating reflects our expectation that adjusted debt to EBITDA (leverage), pro forma for the proposed transactions, will increase to the high-5.0x area in 2012, compared with 5.2x at the end of 2011. Our measure of adjusted debt to EBITDA includes adjustments for operating leases, pension obligations, product and workers' compensation liabilities, and preferred stock. Notwithstanding added leverage in 2012, we believe that over the intermediate term, leverage will remain below 6x, our threshold for the current rating given our 'weak' assessment of Freedom Group's business risk profile. The increase is 2012 leverage is being driven by $87 million of incremental debt under the proposed transaction to fund tender premiums, fees, and expenses, as well as to bolster cash balances. Despite the increase in 2012 leverage, we expect EBITDA coverage of interest expense to improve to the mid-2.0x area in 2012 from 1.8x at the end of 2011 because of lower interest costs," S&P said. "Our 'B+' corporate credit rating on Freedom Group reflects our assessment of the company's business risk profile as weak and our assessment of its financial risk profile as 'highly leveraged." "Freedom Group's weak business risk profile reflects the company's exposure to unfavorable changes in commodity prices, vulnerability to changes in regulation, and a highly competitive operating environment for discretionary consumer spending dollars. We believe these factors are partially offset by Freedom Group's leading position in many of the markets in which it operates, its breadth of product offerings, and strong brand recognition," S&P said. "The company's highly leveraged financial risk profile reflects our expectation for leverage to be in the high-5x area in 2012 and for funds from operation (FFO) to debt to be in the mid-single- digit percentage area. We also expect that interest coverage, pro forma for the transaction, will be good in the mid-2x area in 2012. Our financial risk assessment also incorporates large working capital uses typically in the beginning of the year to fund inventory investments, and the corresponding need to maintain sufficient cash on hand and revolver availability. In 2012, we believe that Freedom Group will make a sizable inventory investment, although we anticipate the company's liquidity profile will remain 'adequate,'" S&P said. FRIENDFINDER NETWORKS: S&P Lowers Rating to 'CCC+' on Weak Results ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on Boca Raton, Fla.-based FriendFinder Networks Inc. to 'CCC+' from 'B-'. "All issue-level ratings on the company's debt have also been lower by one notch in conjunction with the downgrade. The ratings were removed from CreditWatch, where they were placed with negative implications on Feb. 29, 2012. The rating outlook is negative," S&P said. "The rating actions reflect the company's declining paid subscriptions and the likelihood that operating results will remain weak over the near term," said Standard & Poor's credit analyst Daniel Haines. "In addition, we believe that the company will face difficulty refinancing significant debt maturities due in 2013. We expect that continued economic headwinds and negative business momentum will remain a drag on results." "FriendFinder owns and operates Web sites offering adult social networking, live entertainment, and video and premium services. We view the company's business risk profile as 'vulnerable' (as per our criteria), given its high subscriber churn and dependence on one Web site for the majority of its revenue and EBITDA. We view the company's financial risk profile as 'highly leveraged' because of its high debt leverage and aggressive financial policy. FriendFinder's EBITDA margin is high, at 25.8% at the end of 2011, but the company's reliance on one Web site for the majority of its revenue and EBITDA and very high subscriber churn suggest a continuation of recent margin declines," S&P said. "We believe there is low visibility regarding the long-term viability of paid adult social media. Adult-oriented social networking site AdultFriendFinder.com is the company's most important Web site, accounting for over 65% of revenues. Users can register free of charge and access a limited portion of the Web site, or they can become a subscriber (monthly or annual) and access the full site, including communication privileges. Subscriber churn at FriendFinder's sites is high, ranging from about 16% to 22% per month. AdultFriendFinder.com and the company's other social networking sites must constantly replenish their subscriber bases, raising risks to revenue stability. Total subscriptions fell 13% during 2011. We believe that competition from free sites and other pay sites with fresh content will continue to pressure subscription levels in 2012," S&P said. "Internet traffic to FriendFinder depends on an affiliate network of about 280,000 third-party affiliate Web sites that redirect visitors. If a visitor becomes a subscriber, the affiliate earns a commission from FriendFinder. Live interactive video accounts for about 25% of the company's revenue. There is no meaningful seasonality of revenue," S&P said. "Our base-case scenario of a mid-single-digit percentage decline in revenues for full-year 2012 reflects our expectation of continued subscription weakness at the company's adult Web sites. We expect that the EBITDA margin will remain pressured in 2012 as the company attempts to improve operations and increase spend on marketing and advertising. The EBITDA margin of 25.8% for full- year 2011 was down from 30.5% the year earlier," S&P said. GENCORP INC: Reports $2.4 Million Net Income in Feb. 29 Quarter --------------------------------------------------------------- GenCorp Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $2.40 million on $201.90 million of net sales for the three months ended Feb. 29, 2012, compared with net income of $1.20 million on $209.80 million of net sales for the three months ended Feb. 28, 2011. The Company's balance sheet at Feb. 29, 2012, showed $931.20 million in total assets, $1.12 billion in total liabilities, $4.3 million in redeemable common stock and a $194 million total shareholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/fSbSHK About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. * * * Standard & Poor's in February 2011 has raised its corporate credit rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its rating on the company's first-lien secured debt to 'BB-' from 'B+' and on the subordinated debt to 'CCC+' from 'CCC'. The recovery rating on the first-lien secured debt remains unchanged at '1', and the recovery rating on the subordinated debt remains unchanged at '6'. The outlook is stable. "We are raising its ratings on GenCorp by one notch to reflect the company's improved liquidity position," said Standard & Poor's credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its highly leveraged capital structure, weak financial performance, limited diversity, and modest scale of operations compared with competitors. Offsetting these challenges to some extent is the company's good niche positions in aerospace propulsion and solid backlog. S&P characterize GenCorp Inc.'s business profile as weak and its financial profile as highly leveraged." As reported by the TCR on May 24, 2011, Moody's Investors Service upgraded the corporate family and probability of default ratings of GenCorp Inc. to B1 from B2. The upgrade reflects the Company's steady improvement to operating results, as a leading niche supplier of solid and liquid rocket propulsion systems to prime defense contractors. Operating margins have grown to above 11% (inclusive of Moody's standard adjustments) in the most recent twelve-month period, resulting from growth in defense programs that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost controls. GenCorp's funded backlog has grown steadily over several years, and is now about 90% of sales. The level of backlog provides good forward revenue visibility and compares favorably with other defense suppliers. GLOBAL AVIATION: Has OK to Hire Ernst & Young LLP as Tax Advisor ---------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has granted Global Aviation Holdings Inc., et al., permission to employ Ernst & Young LLP as tax advisor. As reported by the Troubled Company Reporter on March 13, 2012, E&Y LLP will, among other things, work with the appropriate Debtor personnel or the Debtors' outside legal counsel in developing an understanding of the tax issues and alternatives associated with the Debtors' Chapter 11 filing, restructuring, or other plan, taking into account the Debtors' specific facts and circumstances, for U.S. Federal, international, state and local income tax purposes and for indirect tax purposes. About Global Aviation Holdings Global Aviation Holdings Inc., based in Peachtree City, Ga., is the parent company of North American Airlines and World Airways. Global is the largest commercial provider of charter air transportation for the U.S. military, and a major provider of worldwide commercial global passenger and cargo air transportation services. North American Airlines, founded in 1989 and based in Jamaica, N.Y., operates passenger charter flights using B757-200ER and B767-300ER aircraft. World Airways, founded in 1948 and based in Peachtree City, Ga., operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. Global Aviation, along with affiliates, filed Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012. Global's lead counsel in connection with the restructuring is Kirkland & Ellis LLP and its financial advisor is Rothschild. Kurtzman Carson Consultants LLC is the claims agent. The Debtors disclosed $589.8 million in assets and $493.2 million in liabilities as of Dec. 31, 2011. Liabilities include $146.5 million on 14% first-lien secured notes and $98.1 million on a second-lien term loan. Wells Fargo Bank NA is agent for both. Global said it will use Chapter 11 to shed 16 of 30 aircraft. In addition, Global said it will use Chapter 11 to negotiate new collective bargaining agreements with its unions and deal with liabilities on multi-employer pension plans. On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven- member official committee of unsecured creditors in the case. The Committee tapped Lowenstein Sandler PC as its counsel, and Imperial Capital, LLC as its financial advisor. GLOBAL AVIATION: Has Court's Final Nod to Obtain DIP Financing -------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has granted Global Aviation Holdings Inc., et al., final authorization to obtain postpetition secured financing from IN-FP2 LLC, Guggenheim Investment Management, LLC, Beach Point Capital Management LP, and Chatham Credit Management III, LLC; and to use cash collateral. As reported by the Troubled Company Reporter on March 14, 2012, the Debtors sought court authorization to, among other things, enter into a senior secured superpriority debtor-in-possession facility in an aggregate principal amount of $45 million, for which the Debtors seek immediate access to at least $15 million on an interim basis; and to replace the existing interim cash collateral order with the proposed interim order, thereby authorizing the debtors to use cash collateral on a further interim basis. IN-FP2 LLC, Guggenheim Investment Management, LLC, Beach Point Capital Management LP, and Chatham Credit Management III, LLC, are the DIP lenders. The Debtors previously obtained interim approval to use cash collateral to operate their businesses. This use of cash collateral was to act as a bridge to securing postpetition financing which, once secured, would enable the Debtors to operate their businesses and prosecute these Chapter 11 cases. The Debtors are authorized on a final basis to obtain post- petition financing to perform under that certain Senior Super- Priority Debtor-In-Possession Credit Agreement, dated as of March 27, 2012. A copy of the Senior Super-Priority Debtor-In- Possession Credit Agreement and the Approved Budget is available for free at http://bankrupt.com/misc/GLOBAL_AVIATION_budget.pdf About Global Aviation Holdings Global Aviation Holdings Inc., based in Peachtree City, Ga., is the parent company of North American Airlines and World Airways. Global is the largest commercial provider of charter air transportation for the U.S. military, and a major provider of worldwide commercial global passenger and cargo air transportation services. North American Airlines, founded in 1989 and based in Jamaica, N.Y., operates passenger charter flights using B757-200ER and B767-300ER aircraft. World Airways, founded in 1948 and based in Peachtree City, Ga., operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. Global Aviation, along with affiliates, filed Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012. Global's lead counsel in connection with the restructuring is Kirkland & Ellis LLP and its financial advisor is Rothschild. Kurtzman Carson Consultants LLC is the claims agent. Pachulski Stang Ziehl & Jones LLP is the conflicts counsel. The Debtors disclosed $589.8 million in assets and $493.2 million in liabilities as of Dec. 31, 2011. Liabilities include $146.5 million on 14% first-lien secured notes and $98.1 million on a second-lien term loan. Wells Fargo Bank NA is agent for both. Global said it will use Chapter 11 to shed 16 of 30 aircraft. In addition, Global said it will use Chapter 11 to negotiate new collective bargaining agreements with its unions and deal with liabilities on multi-employer pension plans. On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven- member official committee of unsecured creditors in the case. The Committee tapped Lowenstein Sandler PC as its counsel, and Imperial Capital, LLC as its financial advisor. GLOBAL EQUITY: Berman & Company Raises Going Concern Doubt ---------------------------------------------------------- Global Equity International, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about Global Equity's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $1,688,102 and net cash used in operations of $92,780 for the year ended Dec. 31, 2011. "The Company also has a working capital deficit of $185,123 at Dec. 31, 2011." The Company reported a net loss of $1.69 million on $288,041 of revenue for 2011, compared with net income of $1.77 million on $2.06 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.73 million in total assets, $222,892 in total liabilities, $480,000 of Redeemable Series A, Convertible Preferred Stock, and stockholders' equity of $1.02 million. A copy of the Form 10-K is available for free at: http://is.gd/ZqSftN Dubai, UAE-based Global Equity Interntional, Inc., provides corporate advisory services to companies desiring to have their shares listed on stock exchanges or quoted on quotation bureaus in various parts of the world. GRACEWAY PHARMA: IRS Objects to Ch. 11 Reorganization Plan ---------------------------------------------------------- Maria Chutchian at Bankruptcy Law360 reports that the Internal Revenue Service on April 3 objected to Graceway Pharmaceuticals LLC's Chapter 11 reorganization plan, saying it does not preserve the federal government's setoff and recoupment rights. According to Law360, the IRS said in its objection that the government, like other creditors, retains the right to setoff mutual debts, and that Graceway's proposal contains no provision for those rights. About Graceway Pharmaceuticals Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered dermatology, respiratory, and women's health products. Its Zyclara Cream is used for the treatment of external genital and perianal warts (EGW) in patients 12 years of age and older. The company offers products for the treatment of dermatology conditions, such as actinic keratosis, superficial basal cell carcinoma, external genital warts, atopic dermatitis, and acne; and respiratory conditions, such as asthma. Graceway Pharmaceuticals and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on Sept. 29, 2011. The company's debt includes $430.7 million owing on a first-lien revolving credit and term loan. Second-lien debt is $330 million, with mezzanine debt totaling another $81.4 million. Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel to the Debtors. Latham & Watkins LLP is the co-counsel. Alvarez and Marsal North America, LLC, is the financial advisor. Lazard Freres & Co. LLC is the investment banker. PricewaterhouseCoopers LLP is the tax consultant. BMC Group serves as claims and notice agent. Lowenstein Sandler PC serves as the committee counsel. Graceway Pharmaceuticals LLC completed the sale of the business in December 2011 to Medicis Pharmaceutical Corp. for $455 million. GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'. The rating outlook is stable. All related issue-level ratings on the company's debt were also raised by one notch in conjunction with the upgrade, while all recovery ratings on the debt issues remain unchanged. "The upgrade reflects the company's progress in reducing its gross debt to average trailing-eight-quarter EBITDA, and our expectation that leverage will continue to decline toward 7x in advance of Gray's 2014 revolving credit maturity," said Standard & Poor's credit analyst Deborah Kinzer. "We also expect the company to make continued progress in refinancing or repaying its costly 17% preferred stock--a major risk to its capital structure." "The 'B' rating reflects company's still-high debt leverage and weak discretionary cash flow, as well as our expectation that the company will maintain adequate headroom with its financial covenants in the absence of any further tightening of covenant thresholds. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. "Our rating on Gray also reflects our assessment of the company's business risk profile as 'fair' and its financial risk profile as 'highly leveraged,' based on our criteria. We view Gray's business risk profile as fair because of its relatively good EBITDA margin compared with peers', despite a lack of adequate critical mass and its concentration in small-to-midsize TV markets. Factors in our assessment of Gray's financial risk profile as highly leveraged include its weak EBITDA coverage of interest, high debt leverage, and minimal discretionary cash flow. The company's debt to average trailing-eight-quarter EBITDA of 7.6x and funds from operations to debt of 5.2% are in line with Standard & Poor's financial risk indicative ratios of greater than 5x and less than 12% for a highly leveraged financial risk profile," S&P said. "Gray operates 36 TV stations in 30 small and midsize U.S. TV markets, reaching only about 6% of U.S. TV households. The company generates the majority of its revenue and EBITDA from TV stations affiliated with the CBS and NBC networks. Stable, market-leading local newscasts and overall ratings of the company's TV stations-- many in state capitals or in cities with major state universities- -are key supports to its business profile, help attract political advertising, and contribute to the company's relatively good EBITDA margin compared with peers'. At the same time, the cyclical nature of TV advertising, the mature long-term growth prospects of TV broadcasting, and increasing competition for audience and advertisers from traditional and nontraditional media limit upside potential for Gray and other TV station groups," S&P said. "Under our base-case scenario for 2012, we expect Gray's revenue to grow at a high-teens percentage rate and EBITDA to rise by 40% to 45%, mainly because of sharp increases in political ad revenue and retransmission fees from recently renewed carriage contracts, despite only low-single-digit growth in core ad revenue. We also expect substantial EBITDA margin expansion, as the proportion of political advertising in the revenue mix is significantly higher for Gray than for its peers, leading to higher revenue and EBITDA variability between election and nonelection years," S&P said. H&M PETROLEUM: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- The Oil and Gas Investor reports that H&M Petroleum Corp. filed for chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Colorado in Denver on April 2, 2012. The report relates Thompson & Knight LLP senior partner Rhett G. Campbell says the case was filed without an attorney for the debtor, and resulted from a state court receivership in El Paso County Court, Colorado. Mr. Campbell adds the papers report the company owns oil and gas properties in Colorado, Kansas, and Nebraska with a value of $180 million, with liabilities of around $1 million. HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Frazer, Pa.-based cable system operator Harron Communications L.P. to 'B+' from 'B', and removed the ratings from CreditWatch, where they were placed with positive implications on March 23, 2012. "At the same time, we raised our issue-level and recovery ratings on the senior secured bank facility to 'BB-' and '2', from 'B' and '3', respectively. The 'B-' issue-level rating and '6' recovery ratings on the senior unsecured notes remain unchanged. The '2' recovery rating indicates expectations for substantial (70%-90%) recovery in the event of a payment default. The '6' recovery rating indicates expectations for negligible (0- 10%) recovery in the event of payment default. The rating outlook is stable," S&P said. "This action follows the closing of Harron's offering of senior unsecured notes due 2020," said Standard & Poor's credit analyst Naveen Sarma. "Harron will use proceeds (sold under Rule 144A without registration rights) to help fund a management buyout of buyout of certain existing shareholders and repay $55 million of term loan debt. Harron amended its credit facility to allow for this note issuance." "Our ratings on Harron reflect a 'highly leveraged' financial risk profile, according to our criteria. We consider the business risk profile 'fair,' reflecting a mature core basic video services business with modest revenue growth prospects, below-industry- average high-speed data (HSD) and telephone penetration, and competitive pressures from direct-to-home (DTH) satellite providers for video services and local telephone companies for HSD and telephone services. Tempering factors include its operations in less populated second-tier markets, providing some protection from local telephone companies deploying facilities-based video offerings in the intermediate term; its position as the leading provider of pay-TV services in its markets; and expectations for healthy free cash flow generation. Harron serves small and mid- size markets with approximately 172,000 basic video customers," S&P said. "We view Harron's financial risk profile as highly leveraged. Leverage, pro forma for the transaction and management buyout, is 6.5x consolidated debt to 2011 EBITDA. Harron's liquidity is 'adequate,'" S&P said. "Harron faces significant competitive pressures from the DTH satellite operators DIRECTV and DISH Network Corp. for video services, and from the local telephone companies for HSD and telephone services. Harron says penetration of DTH services is higher in its territories than the national average of about 25% because of underinvestment by the previous owners of its cable systems," S&P said. HAWKER BEECHCRAFT: Bank Debt Trades at 32% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 67.79 cents-on- the-dollar during the week ended Friday, April 6, 2012, a drop of 7.06 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014, and carries Moody's Caa2 rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 167 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. The Company reported a net loss of $214 million on $1.65 billion of total sales for the nine months ended Sept. 30, 2011, compared with a net loss of $238.60 million on $1.80 billion of total sales for the same period the year before. Hawker Beechcraft reported a net loss of $304.3 million in 2010, a net loss of $451.3 million in 2009, and a net loss of $157.2 million in 2008. The Company's balance sheet at Sept. 30, 2011, showed $3.10 billion in total assets, $3.49 billion in total liabilities and a $383.20 million total deficit. Potential Bankruptcy Filing According to reports, Hawker Beechcraft is readying the filing, although the filing may take a little longer. On March 27, 2012, the manufacturer of business jets inked a forbearance agreement with lenders. Under the agreement, the lenders agree to defer until June 29, 2012, the Debtors' obligations to make certain interest payments. The lenders also agree to a standstill with respect to the Debtors' failure to satisfy financial covenants. The New York Times' DealBook says one of the options Hawker and its advisers are considering is a prearranged Chapter 11 filing that has the consent of those lenders, principally a number of hedge funds, said these people, who spoke on condition of anonymity. Among them are the hedge funds Centerbridge Partners and Angelo Gordon. DealBook notes a Hawker bankruptcy would be put an end to a 2007 private equity deal that was troubled almost from the start. The company was formed when Goldman Sachs and Onex Partners, the largest private equity firm in Canada, bought Raytheon's private jet unit for $3.3 billion, hoping to seize on the fervor for private jets. Hawker has hit rough times as the recession wiped out many discretionary expenditures like private jets. * * * As reported by the Troubled Company Reporter on Sept. 16, 2011, Moody's Investors Service has lowered all the credit ratings, including the corporate family rating to Caa3 from Caa2, of Hawker Beechcraft Acquisition Company LLC. The rating outlook is negative. The downgrades reflect Hawker Beechcraft's mounting retained deficit and Moody's view that the soft economy dims chances for profitability anytime soon. Although limited near-term debt maturities exist, with the prospect of further losses Moody's views the capital structure to be unsustainable. Pronounced risk that some form of restructuring of the company's debt obligations may occur underscores the negative rating outlook. Softness in most developed economies should constrain demand for the smaller and mid-sized cabin aircraft that comprise the company's Business and General Aviation product portfolio. While management has aggressively lowered overhead and cut production costs, the revenue outlook seems weak. As of June 30, 2011, the debt to book capital ratio was 114% and the trailing 12-month EBITDA to interest ratio was 0.2x (Moody's adjusted basis). According to the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings Services lowered its ratings on Hawker Beechcraft, including the corporate credit rating to 'CCC' from 'CCC+'. "The downgrade reflects Hawker's continued poor credit protection measures and tighter liquidity resulting from declining revenues, significant (albeit improving) losses, and weak cash generation," said Standard & Poor's credit analyst Christopher DeNicolo. "We have concerns about the company's ability to maintain covenant compliance." HAWKER BEECHCRAFT: S&P Cuts Corporate Credit Rating to 'D' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Hawker Beechcraft Inc. to 'D'. "We also lowered the issue ratings on the company's unsecured and subordinated notes to 'D' from 'C'. The recovery ratings on these issues remain '6', indicating likely negligible (0-10%) recovery for noteholders, pending a further review of lenders' recovery prospects," S&P said. "Hawker Beechcraft did not make the approximately $28 million of interest payments due April 2, 2012, on its unsecured and subordinated notes, as it reported in an 8-K filed with the SEC," S&P said. "The indentures governing the notes allow for a 30-day grace period for interest payments, but not paying on the due date is a default under our criteria," said Standard & Poor's credit analyst Chris DeNicolo. "In the filing, the company also stated that it was not in compliance with the covenants in its secured credit facility as of Dec. 31, 2011, and that it did not file its 10-K for 2011 on time because of problems with its internal financial reporting systems. It also stated that it expects the audit opinion in the 10-K will express concerns by its auditors about the company's ability to continue as a going concern," S&P said. "Standard & Poor's had lowered the corporate credit rating to 'SD' (selective default) on April 2, 2012, because of the belief that Hawker Beechcraft did not make the scheduled interest payment due March 30, 2012, on its secured credit facility. Although some of the lenders had opted to not receive the scheduled interest payment, our criteria considers this a default," Mr. DeNicolo said. HD SUPPLY: Prices Offering of $1.6 Billion Senior Secured Notes --------------------------------------------------------------- HD Supply, Inc., announced the pricing of its previously announced offering of Senior Secured First Priority Notes due 2019 and Senior Secured Second Priority Notes due 2020. The $950 million First Priority Notes will mature on April 15, 2019, and bear interest at a rate of 8 1/8% per annum. The $675 million Second Priority Notes will mature on April 15, 2020, and bear interest at a rate of 11% per annum. The closing of the offering of the Notes is expected to occur on or about April 12, 2012, subject to customary closing conditions. The Company is also concurrently refinancing its ABL credit facility and senior secured term loan facility. The Senior ABL Facility will mature on April 12, 2017, and will provide for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $1.5 billion. The interest rates applicable to the loans under the Senior ABL Facility will be based on a pricing grid with, at the Company's option, (i) a margin ranging from 1.75% to 2.25% for adjusted London inter-bank offered rate loans or (ii) a margin ranging from 0.75% to 1.25% for alternative base rate loans. The Term Loan Facility will mature on Oct. 12, 2017, and will provide for senior secured first lien term loans in an aggregate principal amount of $1,000 million. The interest rates applicable to the loans under the Term Loan Facility will be based on a fluctuating rate of interest measured by reference to either, at the Company's option, (i) an adjusted LIBOR, plus a margin of 6.00%, or (ii) an alternate base rate, plus a margin of 5.00%. In addition to refinancing its ABL credit facility and senior secured term loan facility, the Company intends to use $1.9 billion of aggregate proceeds from the sale of the First Priority Notes and first lien term loan borrowings under the Term Loan Facility together with borrowings under the Senior ABL Facility, $675 million of proceeds from the sale of the Second Priority Notes and the incurrence of $757 million of new 14 7/8% Senior Notes due 2020 to refinance its 12.0% Senior Cash Pay Notes due 2014. About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. HD Supply reported a net loss of $543 million for the year ended Jan. 29, 2012, a net loss of $619 million for the year ended Jan. 30, 2011, and a net loss of $514 million for the year ended Jan. 31, 2010. The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion in total assets, $7.16 billion in total liabilities, and a $428 million total stockholders' deficit. * * * HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. As reported by the TCR on March 30, 2012, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") Corporate Family Rating to Caa1 from Caa2 and its Probability of Default Rating to Caa1 from Caa2. This rating action reflects improvement in the company's operations and improved credit metrics. Also, HDS is implementing a refinancing of its existing capital structure which will extend its maturity profile effectively by one year to 2015. HERCULES OFFSHORE: Closes Sale of Notes; Has $75MM Credit Pact -------------------------------------------------------------- Hercules Offshore, Inc., on April 3, 2012, successfully completed the issuance and sale of $300,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2017 and $200,000,000 aggregate principal amount of 10.25% Senior Notes due 2019. The Notes were sold at par. The Company received net proceeds from the offering of the Notes of approximately $489.5 million, after deducting the initial purchasers' discounts and estimated offering expenses. The Company used the net proceeds from the offering of the Notes to repay all of the indebtedness outstanding under the prior secured credit facility. The Company intends to use the remaining net proceeds for general corporate purposes, including to fund a portion of the purchase price for the acquisition of Ocean Columbia as well as the costs associated with the repair, upgrade and mobilization of Ocean Columbia. Interest on the Secured Notes will accrue from and including April 3, 2012, at a rate of 7.125% per year and is payable semi- annually in arrears on April 1 and October of each year, beginning Oct. 1, 2012. The Secured Notes mature on April 1, 2017. Interest on the Senior Notes will accrue from and including April 3, 2012, at a rate of 10.25% per year and is payable semi- annually in arrears on April 1 and October 1 of each year, beginning Oct. 1, 2012. The Senior Notes mature on April 1, 2019. On April 3, 2012, the Company entered into a Credit Agreement among the Company, as borrower, its domestic subsidiaries party thereto, as guarantors, Deutsche Bank Trust Company Americas, as issuing bank, administrative agent and collateral agent, the banks and other financial institutions party thereto, as lenders, and the other agents party thereto. The Credit Agreement provides for a $75.0 million senior secured revolving credit facility, with a $25.0 million sublimit for the issuance of letters of credit. The Credit Agreement includes procedures for increasing the commitments thereunder by adding additional financial institutions as lenders, or by allowing existing lenders to increase their commitment, subject to a maximum of $35.0 million for all those increases in commitments. Borrowings under the Credit Agreement bear interest, at the Company's option, at either: (i) the ABR (the highest of the administrative agent's prime rate, the federal funds rate plus 0.5%, or the one-month eurodollar rate plus 1%), plus an applicable margin that ranges between 4.0% and 5.5%, depending on the Company's leverage ratio; or (ii) the eurodollar rate plus an applicable margin that ranges between 3.0% and 4.5%, depending on the Company's leverage ratio. In connection with the issuance and sale of Notes and new revolving credit facility, Hercules Offshore terminated its prior Credit Agreement dated July 11, 2007, as amended to date, among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, UBS AG, Stamford Branch, as issuing bank, administrative agent and collateral agent, and the other agents and parties thereto. The prior secured credit facility included an undrawn $140 million revolving credit facility and an outstanding term loan of approximately $434.2 million. On April 3, 2012, the Company repaid in full all outstanding indebtedness under the prior secured credit facility, and the liens securing such obligations were terminated. A copy of the Form 8-K is available for free at: http://is.gd/ScqQWe 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 Reported said on March 23, 2012, that Moody's Investors Service upgraded Hercules Offshore, Inc. Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B3 from Caa1 contingent upon the completion of its recently announced recapitalization plan. Hercules' B3 CFR reflects its jackup fleet, which consists primarily of standard specification rigs with an average age of about 30 years. Its rigs are geographically concentrated in the Gulf of Mexico (GoM), a market that experienced a slow-down after the Macondo well incident. However, over the last year a pick-up in permitting and activity levels in the GoM, has led to higher dayrates. For Hercules, the improving market conditions have stabilized its cash flow from operations, which are expected continue to improve for at least the next 18 to 24 months as old contracts roll into new contracts with higher dayrates. These improving market conditions support the decision to upgrade Hercules' CFR at this time. 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. HORIYOSHI WORLDWIDE: Accumulated Losses Prompt Going Concern ------------------------------------------------------------ Horiyoshi Worldwide, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. EFP Rotenberg, LLP, in Rochester, New York, expressed substantial doubt about Horiyoshi Worldwide's ability to continue as a going concern. The independent auditors noted that the Company has accumulated losses of $3,732,640 since inception. The Company reported a net loss of $2.89 million on $684,500 of revenue for 2011, compared with a net loss of $595,581 on $496,083 of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.92 million in total assets, $1.06 million in total liabilities, and stockholders' equity of $1.86 million. A copy of the Form 10-K is available for free at: http://is.gd/5N2qjG Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is engaged in the design and production of the "Horiyoshi" and "Heroes & Demons" collections and the operation of its branded retail store in London, England. HOSTESS BRANDS: Panel Seeks Discovery Over Exec Compensation ------------------------------------------------------------ Rachel Feintzeig, writing for Dow Jones Newswires, reports that the official committee representing Hostess Brands Inc.'s unsecured creditors alleges that information it has gathered suggests "the possibility" that the company converted a chunk of its top executives' pay from performance-based bonuses to salary in the months leading up to its Chapter 11 filing, "at least in part to sidestep" rules designed to ensure that companies in bankruptcy aren't enticing their employees to stay on board with the promise of cash. The Committee has filed with the Bankruptcy Court a motion pursuant to F.R.B.P. Rule 2004 seeking to compel discovery concerning information regarding executive compensation. The Committee also seeks entry of an order authorizing it to file certain portions of the 2004 Motion under seal and to redact information to the extent that the Court determines the information is properly designated as confidential commercial information and properly sealed under 11 U.S.C. Section 107(b) and F.R.B.P. Rule 9018. 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: Seeks Extension of Exclusivity Periods ------------------------------------------------------ Hostess Brands, Inc. and its five domestic direct and indirect subsidiaries ask the Bankruptcy Court for an order (a) extending the period during which the Debtors have the exclusive right to file a chapter 11 plan or plans by 90 days, through and including Aug. 8, 2012; and (b) extending the period during which the Debtors have the exclusive right to solicit acceptances of the Plan through and including Oct. 7, 2012, or approximately 60 days after the expiration of the Exclusive Filing Period, as extended. The Debtors said they are focused on implementing a restructuring that maximizes value for stakeholders and ensures a viable company post-emergence. Since the Petition Date, the Debtors have taken a number of critical steps to promote their reorganization. The Debtors had developed a comprehensive turnaround plan, which requires the Debtors, among other things, to modify certain aspects of their collective bargaining agreements, including the Debtors' obligations with respect to health and welfare plans, work rules and multi-employer pension plans. Other features of the Turnaround Plan are not labor related, such as modernizing the Debtors' vehicle fleet, restructuring the Debtors' retail outlet stores, reducing selling, general and administrative costs and increasing the efficiency of various operational activities. After being appointed on March 9, 2012, the Debtors' new chief executive officer, Greg Rayburn, immediately began the process of reviewing and modifying the Turnaround Plan. The Debtor expects the modified Turnaround Plan to be finalized by April 6. Once the modified Turnaround Plan is finalized, it will be provided to the Debtors' key stakeholders, which have already reviewed the Turnaround Plan. The Turnaround Plan will provide the foundation for any plan. To implement the Turnaround Plan, the Debtors also said they must, among other things, achieve certain modifications to the CBAs. The vast majority of the Debtors' unionized workforce are members of either the International Brotherhood of Teamsters National Negotiating Committee, and the Bakery, Confectionery Tobacco and Grain Workers International Union. For several months, the Debtors have been engaged in negotiations with the IBT and the BCT, and the Debtors have filed a motion to reject the CBAs and modify certain retiree benefit obligations. The Debtors said they continue to bargain in good faith with the IBT and BCT and are hopeful that a consensual resolution can be reached. In the event that the negotiations do not yield favorable results, however, a trial on the Motion is currently scheduled to take place beginning April 17. The Debtors also are currently negotiating with their other 10 unions to obtain relief similar to that which is sought in the Motion. Resolution of all of these matters is necessary before the Debtors can formulate a Chapter 11 Plan. The Debtors also disclosed they have begun searching for investors interested in providing necessary financing for the Debtors' Chapter 11 Plan process. The Debtors have reached out to 41 potential investors, 14 of whom executed confidentiality agreements and began due diligence. The Debtors received the first round of proposals on Feb. 27, 2012. The second round of proposals are expected during the week of May 7, 2012. The Debtors require additional time to complete this process before a plan of reorganization can be formulated. The Debtors also said they have begun a parallel process to pursue a sale of their assets as a failsafe in the event that the modifications to their CBAs cannot be achieved. The Debtors also said their postpetition lenders also have agreed to extend deadlines, or milestones, with respect to the progress of the CBA Motion. The lenders have been modified to provide for an extended schedule which currently requires filing of a plan no sooner than June 1, 2012. This change, the Debtors said, recognizes that a plan cannot sensibly proceed until the Debtors progress on their labor and new capital initiatives. Currently, the Exclusive Filing Period expires May 10, 2012, and the Exclusive Solicitation Period expires July 9, 2012. The Debtors employ 19,000 employees of which 83% are members of 12 different unions, subject to 372 CBAs. The Court will hold a hearing on the Debtors' request for extension on April 17 at 10:00 a.m. Responses to the extension request are due April 10. 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. IVEDA SOLUTIONS: Albert Wong Raises Going Doubt ----------------------------------------------- Iveda Solutions, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Albert Wong & Co., in Hong Kong, expressed substantial doubt about Iveda Solutions' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a significant accumulated deficit. "In addition, the Company continues to experience negative cash flows from operations." The Company reported a net loss of $4.46 million on $2.82 million of revenue for 2011, compared with a net loss of $1.95 million on $940,008 revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.88 million in total assets, $1.44 million in total liabilities, and stockholders' equity of $2.44 million. A copy of the Form 10-K is available for free at: http://is.gd/mPQk25 Iveda Solutions, Inc., is a premier online surveillance technology innovator and Managed Video Services provider. Based in Mesa, Ariz., with a subsidiary in Taiwan (MEGAsys), the Company develops and markets enterprise-class video hosting and real-time remote surveillance services. Iveda Solutions has a SAFETY Act Designation by the Department of Homeland Security as a Qualified Anti-Terrorism Technology provider. JAKE'S GRANITE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Jake's Granite Supplies, L.L.C. 47020 North Black Canyon Highway New River, AZ 85087 Bankruptcy Case No.: 12-06845 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: James M. Marlar Debtor's Counsel: Daniel E. Garrison, Esq. ANDANTE LAW GROUP OF DANIEL E. GARRISON, PLLC Scottsdale Financial Center I 4110 North Scottsdale Road, Suite 330 Scottsdale, AZ 85251 Tel: (480) 421-9449 Fax: (480) 522-1515 E-mail: dan@andantelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Clay Sourant, member. JEFFERSON COUNTY: Ala. Lawmakers Have 15 Days to Find Bankr. Fix ---------------------------------------------------------------- American Bankruptcy Institute reports that Alabama lawmakers, with 15 working days left in their legislative session, are considering at least two ways to fix a revenue shortfall that prompted Jefferson County to miss a $15 million bond payment. JEFFERSON COUNTY, AL: S&P Cuts SPUR on 2004A GO Warrants to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its underlying rating (SPUR) to 'D' from 'C' on Jefferson County, Ala.'s series 2003A general obligation (GO) capital improvement and refunding warrants and series 2004A GO capital improvement warrants, and removed the ratings from CreditWatch with negative implications, where they were placed on Nov. 11, 2011, because of the county's failure to make a principal payment on the GO warrants when due on April 1, 2012. "At the same time, we affirmed our 'C' long-term rating and SPUR on the county's series 2000 GO limited-tax school warrants and the Jefferson County Public Building Authority's series 2006 lease revenue warrants, and removed the rating on each issue (the ratings on the series 2000 and 2006 warrants are not on parity) from CreditWatch with negative implications. The outlooks on the series 2000 and 2006 ratings are negative," S&P said. JENNE HILL: Asks Court or 30-Day Extension of Plan Filing Period ---------------------------------------------------------------- Jenne Hill Townhomes, L.L.C., asks the U.S. Bankruptcy Court for the Western District of Missouri to grant it an additional 30 days to file its proposed plan of reorganization and extend the exclusive period to file a plan until April 20, 2012. The Debtor is currently discussing the contours of a potential plan with Wells Fargo, N.A., which possesses a security interest in substantially all of the Debtor's assets. The parties need an additional 30 days to attempt to reach a resolution with respect to the terms of a plan. Bryan C. Bacon, Esq., at Van Matre, Harrison, Hollis, Taylor, and Bacon, P.C., the attorney for the Debtor, assures the Court that no party in interest would be prejudiced by the Court granting the Debtor an additional 30 days 30 days to file its plan and granting the Debtor an additional 30 days of exclusivity. About Jenne Hill Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a Missouri limited liability company that owns and operates a complex of high end townhomes in Columbia, Missouri. The Debtor filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129) on Dec. 22, 2011. In its schedules, the Debtor disclosed $14,131,453 in assets and $9,743,209 in liabilities. The petition was signed by Fredd Spencer, manager. Judge Dennis R. Dow presides over the case. Bryan C. Bacon, Esq., at Van Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri, serves as the Debtor's counsel. L.P. JULIAN: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: L.P. Julian Realty LLC 1877 E. 9th Street Brooklyn, NY 11223 Bankruptcy Case No.: 12-42453 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Nancy Hershey Lord Debtor's Counsel: Bruce Weiner, Esq. ROSENBERG MUSSO & WEINER LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: (718) 25-1966 E-mail: rmwlaw@att.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 two largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nyeb12-42453.pdf The petition was signed by Toby Luria, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Rich Nich Realty 12-40505 01/27/12 LANCELOT INVESTORS: 7th Circ. Revives Trustee's Auditor Suit ------------------------------------------------------------ Amanda Bransford at Bankruptcy Law360 reports that the Seventh Circuit on April 3 vacated a lower court's judgment that the Chapter 7 trustee of Lancelot Investors Fund LP cannot hold auditor McGladrey & Pullen LLP responsible for failing to detect criminal fraud, ruling that the court should have determined when the funds' manager knew of the fraud. Lancelot Investors Fund, LP, and 18 related entities filed Chapter 7 petitions (Bankr. N.D. Ill. Case No. 08-28225) October 20, 2008, blaming a $1.5 billion loss in the collapse of Petters Group Worldwide, LLC. FBI agents raided Mr. Petters' home and a number of his businesses on Sept. 24, 2008. A federal grand jury in the District of Minnesota indicted Mr. Petters on December 1, 2008, on charges of mail and wire fraud, conspiracy to commit mail and wire fraud, money laundering and conspiracy to commit money laundering.Federal authorities accused Petters Group's founder, Thomas Petters, of orchestrating a massive ponzi scheme. Mr. Petters is now in jail. Ronald R. Peterson, Esq., at Jenner & Block LLP in Chicago serves as the Chapter 7 trustee. Mr. Peterson reported that as of October 11, 2008, the Debtors collectively purportedly had assets with a value of $1.78 billion and liabilities totalling $275.7 million. Approximately $1.5 billion of the Debtors' assets purportedly consist of loans to or investments in Peters Group Worldwide and related entities. LANDRY'S INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its existing ratings on Houston-based restaurant operator, Landry's Inc., including the 'B' corporate credit rating. The outlook is stable. "At the same time, we assigned a 'B+' (one notch above the corporate credit rating) issue-level rating on the company's proposed secured bank credit facilities. These facilities include a $250 million revolver, a $200 million term loan A, and a $950 million term loan B. The recovery rating is '2', indicating our expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default," S&P said. "Upon completion of the transactions, we will withdraw the ratings on Landry's existing debt, as well as all ratings on Fertitta Morton's Restaurants Inc.," S&P said. "The ratings reflect our view that the proposed business combination under Landry's Inc. will augment its EBITDA in 2012 on cost reduction and business growth, and that debt reduction from generated cash flows will improve credit metrics modestly in the near term," said Standard & Poor's credit analyst Andy Sookram. "The stable outlook on Landry's incorporates our expectation that operating performance should strengthen modestly over the next few quarters on benefits from profit improvement initiatives and business growth. We expect EBITDA margins of about 18.5% and anticipate the company using a substantial portion of excess cash flows for debt reduction. As a result, we see leverage declining to nearly 5x, FFO to debt increasing to slightly over 12%, and interest coverage increasing to 2.5x. We do not anticipate sizable dividends or acquisitions in the near term," S&P said. "We could lower the ratings if EBITDA margins drop to under 13%, either due to operational difficulties associated with business consolidation or greater-than-foreseeable commodity cost inflation, or if the company pursues large debt-financed acquisitions or dividends that cause leverage to elevate and stay above 6x. A negative rating action could also occur if covenant cushion tightens to below 10% or if liquidity declines substantially from current levels," S&P said. "We could consider a positive rating action if, in our assessment, we determined that the company's business risk profile improves and can withstand temporary swings in leverage to support additional modest-sized business consolidation," S&P said. LEVEL 3: Messrs. Clontz and Chilton Named to Board of Directors --------------------------------------------------------------- Level 3 Communications, Inc.' board of directors elected Steven T. Clontz and General Kevin P. Chilton as members of the Board, effective April 5, 2012. Mr. Clontz and General Chilton will each serve until the Level 3 2012 Annual Meeting of Stockholders on May 24, 2012. Both Mr. Clontz and General Chilton have been nominated for reelection to a one year term on the Board, which nomination along with all other nominations will be voted upon by the Level 3 stockholders at the 2012 Annual Meeting. Mr. Clontz replaced Lee Theng Kiat, who resigned from the Board effective April 5, 2012. Mr. Lee's resignation from the Board did not result from any disagreement with the Board or members of management, and was a result of Mr. Lee being named president and general counsel of Temasek Holdings (Temasek) effective April 1, 2012. General Chilton filled a vacancy created by the Board's increasing the size of the Board to 12. In connection with Level 3's acquisition of Global Crossing Limited, on April 10, 2011, Level 3 entered into a Stockholder Rights Agreement with STT Crossing Ltd., which was the majority shareholder of Global Crossing. Pursuant to the STT Stockholder Rights Agreement, STT Crossing currently has the right to nominate three individuals for election to the Board and also has the right to designate for nomination a substitute designee should any one of its previously appointed designees resign. Mr. Clontz was elected to the Board pursuant to these contractual requirements. Steven T. Clontz served as a member of the executive committee of Global Crossing Limited from December 2003 until its sale to Level 3 in October 2011. Mr. Clontz has been Senior Executive Vice President for North America and Europe of Singapore Technologies Telemedia Pte Ltd since January 2010. He was chief executive officer of StarHub Ltd from 1999 to 2009, and has served as a director of StarHub Ltd since 1999. From December 1995 through December 1998, Mr. Clontz served as chief executive officer, president and a director of IPC Information Systems, based in New York City. Prior to that, Mr. Clontz worked at BellSouth International, joining in 1987 and holding senior executive positions of increasing responsibility, serving the last three years as president Asia-Pacific. Mr. Clontz has served as a director of InterDigital, Inc., since 1998 and Equinix since 2005. Mr. Clontz began his career as an engineer with Southern Bell in 1973. Mr. Clontz was also appointed to the Board's Nominating and Governance Committee. General Kevin P. Chilton retired from the U.S. Air Force after 34 years of service in February 2011. General Chilton served as Commander, U.S. Strategic Command, from 2007 through 2011, overseeing operations for the U.S. Department of Defense nuclear, space and cyberspace operations. From 2006 to 2007, General Chilton served as Commander of Air Force Space Command, where he was responsible for all Air Force space and nuclear ICBM programs. He previously served in a variety of command positions and as a pilot and test pilot. Mr. Clontz and General Chilton will earn fees for Board service consisting of a $75,000 annual cash retainer as well as a $10,000 annual cash retainer as a member of the Board's Nominating and Governance Committee and Classified Business and Security Committee, respectively. Level 3 will also compensate Mr. Clontz and General Chilton with a grant of restricted stock units as of July 1 of each year, with the number of units determined by dividing $150,000 by the volume-weighted average price of our common stock over the period from January 1 to June 30, subject to a cap of 6,666 units. These restricted stock units vest and settle in shares of Level 3's common stock, par value $.01 per share, on the first anniversary of grant. Each of Mr. Clontz and General Chilton is also being awarded an initial grant of restricted stock units with a value of $150,000 on the date of grant. The restrictions on transfer for this initial grant lapse 100% on the third anniversary of the date of grant. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company reported a net loss of $756 million in 2011, a net loss of $622 million in 2010, and a net loss of $618 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $13.18 billion in total assets, $11.99 billion in total liabilities, and $1.19 billion in total stockholders' equity. * * * Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which LightSquared Inc. is a borrower traded in the secondary market at 45.83 cents-on- the-dollar during the week ended Friday, April 6, 2012, an increase of 2.73 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays F+1200 basis points to borrow under the facility. The bank loan matures on Oct. 1, 2014. The loan is one of the biggest gainers and losers among 167 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About LightSquared Inc. LightSquared Inc. -- http://www.lightsquared.com/-- operates an open wireless broadband network company. Potential Bankruptcy Filing Harbinger Capital Partners' Phil Falcone said he is considering seeking bankruptcy protection for LightSquared Inc. A bankruptcy filing is "one of the options I am considering," the hedge fund manager said in an e-mail to Dow Jones, saying it's the "best way" for him to maintain control of the company. "Spectrum value does not decrease in bankruptcy," he said. LightSquared is a company that plans to develop a wholesale 4G LTE wireless broadband communications network integrated with satellite coverage across the United States. But the plan hit a roadblock when the U.S. military and others complained that the planned service would disrupt global positioning system equipment. LUCID INC: Deloitte & Touche Raises Going Concern Doubt ------------------------------------------------------- Lucid, Inc., filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Deloitte & Touche LLP, in Rochester, New York, expressed substantial doubt about Lucid's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations. The Company reported a net loss of $9.05 million on $3.58 million of total revenue for 2011, compared with a net loss of $4.30 million on $4.30 million on $2.63 million of total revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.29 million in total assets, $6.96 million in total liabilities, and a stockholders' deficit of $665,220. A copy of the Form 10-K is available for free at: http://is.gd/8YFcPa Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices that assist physicians in the early detection of disease. The Company's VivaScope(R) platform produces rapid noninvasive, high-resolution cellular images for subsequent diagnostic review by physicians, pathologists and other diagnostic readers. MASTER SILICON: Vicis Capital Discloses 89.3% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Vicis Capital LLC disclosed that, as of Sept. 1, 2011, it beneficially owns 19,544,349 shares of common stock of Master Silicon Carbide Industries, Inc., representing 89.3% of the shares outstanding. A copy of the filing is available for free at http://is.gd/GEhL4e About Master Silicon Lakeville, Conn.-based Master Silicon Carbide Industries, Inc., through its indirectly wholly-owned operating subsidiary Yili China, produces and sells in China high quality "green" silicon carbide and lower-quality "black" silicon carbide (together, hereinafter referred to as "SiC"). SiC is a non-metallic compound that has special chemical properties and a level of hardness that is similar to diamonds, is produced by smelting quartz sand and refinery coke at temperatures ranging from approximately 1,600 to 2,500 degrees centigrade in a graphite electric resistance furnace. The Company also reported a net loss of US$1.48 million on US$12.36 million of revenue for the nine months ended Sept. 30, 2011, compared with net profit of US$35,914 on US$6.94 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed US$30.40 million in total assets, US$12.04 million in total liabilities, US$10 million in redeemable preferred stock-A, US$10 million in redeemable preferred stock-B, and a US$1.64 million total stockholders' deficit. As reported by the TCR on April 7, 2011, Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has cash flow constraints, an accumulated deficit, and has suffered recurring losses from operations. MERRIMACK PHARMA: PwC Raises Going Concern Doubt ------------------------------------------------ Merrimack Pharmaceuticals, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. PricewaterhouseCoopers LLP, in Boston, Massachusetts, expressed substantial doubt about Merrimack Pharmaceuticals' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has insufficient capital resources available as of Dec. 31, 2011, to fund planned operations through 2012. The Company reported a net loss of $79.68 million on $34.22 million of research and development revenues for 2011, compared with a net loss of $50.16 million on $20.31 million of research and development revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $85.30 million in total assets, $106.99 million in total liabilities, $268.23 million in convertible preferred stock, $574,000 in non-controlling interest, and a shareholders' deficit of $290.49 million. A copy of the Form 10-K is available for free at: http://is.gd/dDNI5T Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. MMSH LLC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: MMSH LLC 1257 Ocean Parkway Brooklyn, NY 11230 Bankruptcy Case No.: 12-42513 Chapter 11 Petition Date: April 5, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: David Carlebach, Esq. LAW OFFICES OF DAVID CARLEBACH, ESQ. 40 Exchange Place, Suite 1306 New York, NY 10005 Tel: (212) 785-3041 Fax: (646) 355-1916 E-mail: david@carlebachlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Nediva Schwartz, managing member. MILLENIUM INSTITUTE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Millenium Institute For ADN Inc. Calle Cosme#8 Reparto San Lucas Parcelas Canejas San Juan, PR 00926 Bankruptcy Case No.: 12-02689 Chapter 11 Petition Date: April 5, 2012 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Isabel M. Fullana, Esq. GARCIA ARREGUI & FULLANA PSC 252 Ponce De Leon Avenue, Suite 1101 San Juan, PR 00918 Tel: (787) 766-2530 Fax: (787) 756-7800 E-mail: isabelfullana@gmail.com Scheduled Assets: $4,550,939 Scheduled Liabilities: $5,491,943 The Company's list of its 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/prb12-02689.pdf The petition was signed by Juan Jose Rodriguez, president. MPG OFFICE: Names Jeanne Lazar as VP, Chief Accounting Officer -------------------------------------------------------------- Jeanne M. Lazar commenced employment as Vice President, Chief Accounting Officer of MPG Office Trust, Inc. In that capacity, Ms. Lazar will serve as the Company's principal accounting officer. The term of employment commenced on April 2, 2012, and will end on Sept. 30, 2013. Following that period, Ms. Lazar's employment with the Company will become "at will." Ms. Lazar, age 43, most recently served as Senior Vice President, Finance at the Irvine Company in its office properties division, where she worked from July 2007 to January 2012. Prior to joining the Irvine Company, Ms. Lazar spent 15 years at The John Buck Company, where she was Principal and Controller. Ms. Lazar is a certified public accountant and holds a bachelor's degree in accounting from the University of Illinois, Chicago. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. The Company reported net income of $98.22 million in 2011, compared with a net loss of $197.93 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.28 billion in total assets, $3.21 billion in total liabilities, and a $927.92 million total deficit. NCO GROUP: Incurs $281.7 Million Net Loss in 2011 ------------------------------------------------- Expert Global Solutions, Inc., f/k/a NCO Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $281.72 million on $1.54 billion of total revenues in 2011, a net loss of $155.71 million on $1.57 billion of total revenues in 2010, and a net loss of $88.14 million on $1.52 billion of total revenues in 2009. The Company's balance sheet at Dec. 31, 2011, showed $916.67 million in total assets, $1.11 billion in total liabilities and a $194.94 million total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/lQzeeE Expert Global filed a Form 15 notifying the SEC 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: * Floating Rate Senior Notes due 2013; * Guarantees of Floating Rate Senior Notes due 2013; * 11.875% Senior Subordinated Notes due 2014; and * Guarantees of 11.875% Senior Subordinated Notes due 2014. Pursuant to Rule 12h-3, the Company is suspending reporting because there are currently no holder of the securities as of April 6, 2012. About NCO Group Inc. Based in Horsham, Pennsylvania, NCO is a global provider of business process outsourcing services, primarily focused on accounts receivable management and customer relationship management. NCO has over 25,000 full and part-time employees who provide services through a global network of over 100 offices. The company is a portfolio company of One Equity Partners and reported revenues of about $1.2 billion for the twelve month period ended Sept. 30, 2007. * * * In December 2011, Standard & Poor's Ratings Services affirmed its 'CCC+' issuer credit rating on NCO Group Inc. and removed the rating from CreditWatch with positive implications. "The rating action follows NCO's recent announcement that it is not proceeding with the previously proposed $300 million notes offering that it planned to use, in conjunction with a proposed $870 million new senior secured credit facility, to repay its existing debt and to help finance its merger with APAC Customer Services Inc.," said Standard & Poor's credit analyst Kevin Cole. Concurrent with the closing of the debt offerings, it was planning to change its name to Expert Global Solutions Inc. NEWPAGE CORP: Creditors Seek More Time to Probe $1.7BB LBO ---------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that NewPage Corp.'s unsecured creditors asked a Delaware bankruptcy judge Monday for extra time to investigate the company's $1.7 billion leveraged buyout of another paper manufacturer in 2007, which they say may have left NewPage insolvent. Law360 relates that the official committee of unsecured creditors filed a motion seeking another 45 days to decide whether to challenge the claims of lenders that financed the buyout of Stora Enso North America Inc., which more than doubled the NewPage's debt load to $3.2 billion. About NewPage Corp. Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of roughly 4.1 million tons of paper, including roughly 2.9 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. NewPage, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. At an organizational meeting of creditors held on Sept. 21, 2011, the Committee selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NewPage prevailed over most objections from the official creditors' committee and won agreement from the bankruptcy judge on final approval of $600 million in secured financing. Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan for NewPage. OPTIMIZERX CORP: Silberstein Ungar Raises Going Concern Doubt ------------------------------------------------------------- OptimizeRx Corporation filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about OptimizeRx's ability to continue as a going concern. The independent auditors noted that has limited working capital, has received limited revenue from sales of products or services, and has incurred losses from operations. The Company reported a net loss of $2.12 million on $1.11 million of revenue for 2011, compared with a net loss of $2.01 million on $71,065 of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.89 million in total assets, $1.30 million in total liabilities, and stockholders' equity of $1.59 million. A copy of the Form 10-K is available for free at: http://is.gd/TQXPSa Rochester, Mich.-based OptimizeRx Corporation provides unique consumer and physician platforms to help patients better afford and comply with their medicines and healthcare products, while offering pharmaceutical and healthcare companies effective ways to expand patient awareness, access and adherence to their brands. OSX ENERGY: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: OSX Energy Corp. P.O. Box 940247 Plano, TX 75094 Tel: (214) 454-1881 Bankruptcy Case No.: 12-40880 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Mohammed S. Sajeel Khaleel, Esq. KHALEEL & ASSOCIATES, PC 9401 LBJ Freeway, Suite 400 Dallas, TX 75243 Tel: (972) 808-0777 E-mail: skhaleel@khaleellaw.com Scheduled Assets: $2,627,370 Scheduled Liabilities: $3,951,286 The Company's list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txeb12-40880.pdf The petition was signed by Tony Arterburn, Sr., president and director. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Elam Road LP et. al. 09-32164 04/06/09 PACE AIRLINES: Trustee Begins Process to Pay Wages and Benefits --------------------------------------------------------------- Richard Craver at Winston-Salem Journal reports the bankruptcy trustee for Pace Airlines Inc. has started the process of providing wage and benefit compensation to its former 423 employees. The report relates that it's not clear how long it will take. Edwin Allman III has said he expects to close the estate by the end of 2013. Mr. Allman cautioned that employees will not be made whole for their missing pay and up to six days of vacation pay, and that no unsecured creditor claims other than employee wages will be paid. According to the report, Mr. Allman said in a legal filing that the Pace estate holds $1.86 million after the liquidation of all of its discovered assets. He is requesting a hearing on his disbursement motion. Most of the estate's money came through a $1 million settlement reached Feb. 29 with the insurer representing William Rodgers Sr. The report notes paying the employees is the first priority after attorney and administrative fees and expenses are deducted. The report relates Mr. Allman has not listed the amount of those expenses but said they include overdue lease payments to the Airport Commission of Forsyth County. In November 2009, the commission sued Pace for just more than $1 million in back rent. He said he is negotiating with the Forsyth airport authority to resolve its administrative rent claim. In August 2010, the N.C. Labor Department filed a claim for $1.5 million in back wages with Mr. Allman. The agency is requesting interest on the wages as well. "We have been advised that, eventually, distributions will be made," said Dolores Quesenberry, a spokeswoman for the state labor agency. "The department continues to work with the trustee as necessary as claims are sorted, evaluated and prioritized in accordance with the U.S. bankruptcy code." As part of settling a lawsuit filed by a former employee involving the WARN Act, Mr. Allman has agreed to pursue -- but is unlikely to get -- 60 days of back pay and benefits for Mr. Rodgers failing to provide 60 days' notice of the company shutdown. A hearing on Mr. Allman's WARN Act request is set for April 11. Altogether, it's likely the most any employee would receive would be $10,950. The filing is the latest legal development involving the defunct airline. On March 21, Allman filed a motion in U.S. Bankruptcy Court to approve moving $6.08 million in claims against Pace from secured to unsecured status. Mr. Allman objected to 16 secured claims. He said that because the estate has no property to serve as collateral, it negates the secured claims. The report notes the only major litigation remaining for the Pace estate is with Southern Sky Air & Tours LLC, doing business as Direct Air. Mr. Allman has received permission to pursue $1.46 million from Southern Sky, based on a breach-of-contract lawsuit filed by Pace shortly before its collapse. Pace Airlines was an American charter airline based in Winston- Salem, North Carolina. In September 2009, Pace Airlines filed for Chapter 7 under the U.S. Bankruptcy Code. PERRY KOPLIK: Court Rules in Plan Trustee's Suit v. Directors ------------------------------------------------------------- In the lawsuit, Michael S. Fox, as Litigation Trustee of Perry H. Koplik & Sons, Inc., v. Michael Koplik and Alvin Siegel, Adv. Proc. 04-02490 (Bankr. S.D.N.Y.), Litigation Trustee Michael Fox seeks to recover $30 million from Michael Koplik and Alvin Siegel -- the Debtor's two most senior officers, and two of its three directors -- principally for alleged breaches of fiduciary duty. The Debtor was forced into bankruptcy after suffering losses on uncollectible debt, most significantly by reason of extensions of trade credit and outright loans to its customer American Tissue Inc., which went into bankruptcy itself. Bankruptcy Judge Robert E. Gerber finds Messrs. Koplik's and Siegel's level of care as officers and directors to have been grossly deficient -- even recognizing, as the Court thinks it should, different levels of formality under which closely held corporations operate, and the critical distinction between management "best practices" and that which is necessary to meet minimal acceptable standards. In several respects, the Court finds the conduct, and related testimony, of Messrs. Koplik and Siegel to be outrageous. And the Court finds, in the case of each of Messrs. Koplik and Siegel, constructive fraudulent transfers and breaches of the duty of loyalty as well as that of care, when they authorized the forgiveness of loans to themselves after the Debtor was insolvent. But except for the loan forgiveness claims -- where the resulting damages are in the hundreds of thousands, not millions -- and a number of areas where any mismanagement did not diverge so much from accepted standards as to be actionable, Judge Gerber said several issues of law, as to which New York law is thin, make the Trustee's case nevertheless difficult -- the most significant of which is causation, since notwithstanding the lack of care with which the loans and other extensions of credit to American Tissue were made, American Tissue's financial statements were fraudulent. And the Court must also consider legal issues with respect to the extent to which different standards should be applied in light of the fact that the Debtor was closely held, and whether it matters that at the time the extensions of credit were made, the Debtor was not yet insolvent. As a legal matter, Judge Gerber held that under the New York law, while lesser degrees of corporate formality are acceptable for closely held corporations, the duty of care is imposed on officers and directors of closely held corporations as well. The Court further concludes, also as legal matters, that it does not matter that violations of the duty of care took place when the Debtor was not yet insolvent, and that adherence to the duty of care is required irrespective of who might have standing to challenge wrongful conduct. And as a factual matter, the Court finds that the Trustee proved breaches of the duty of care, on the part of each of Messrs. Koplik and Siegel, with respect to the loans to American Tissue and (though the matter is closer) the trade credit to American Tissue as well. But on the most difficult question, causation, Judge Gerber held that, as mixed questions of fact and law, that with respect to many of the failures on the part of Messrs. Koplik and Siegel, as serious as they were, those failures did not cause the resulting loss, or were trumped by intervening cause. Ultimately, only the failures to take the basic steps necessary to protect the Debtor's ability to collect on its trade receivables credit insurance -- "Trade Credit Insurance Policy and the extensions of credit to a company owned by a Koplik family member, which were violative of the duties of good faith and of loyalty -- can be found to have caused the Debtor's losses. With the accounting fraud at American Tissue, it is more likely than not that the remaining American Tissue losses would have taken place even if the pre-lending due diligence and documentation had been properly accomplished. In any event, the Trustee did not meet his burden to prove otherwise. Those losses must be regarded as subject to that intervening cause. Thus, Judge Gerber held that some, but less than all, of the many violations of the duty of care have satisfied causation requirements. Accordingly, Judge Gerber proposed that judgment be entered against Messrs. Koplik and Siegel for $5.4 million of the Debtors' losses with respect to American Tissue. The Court further proposed that judgment be entered against Mr. Koplik in the additional amount of $52,494 for his violations of the duties of loyalty and care in extensions of credit to Liberty Umbrella Corporation, a supplier of promotional materials owned by Koplik family members. The Court further proposed that (with an appropriate credit for any amounts paid on account of the fraudulent transfer claims) judgment be entered, for breaches of their duties of care and loyalty, against Mr. Koplik for the Debtors' aggregate of $399,800 in losses associated with the loan forgiveness to each of Messrs. Koplik and Siegel, and against Siegel for the $100,000 in losses associated with the loan forgiveness to himself. Judgment should also be entered against Mr. Koplik, in the amount of $299,800, and Mr. Siegel, in the amount of $100,000, on the fraudulent transfer claims. The Court's March 30, 2012 Proposed Findings of Fact and Conclusions of Law is available at http://is.gd/zNcNTgfrom Leagle.com. About Perry Koplik & Sons Perry Koplik & Sons, Inc., operated primarily as a broker of waste paper, pulp, tissue, and other paper grades. In addition to acting as a broker, it acted as sales agent as well as a distributor. On Nov. 2, 2001, Perry Koplik's Board of Directors, with the advice of Realization Services, approved a plan providing for an out of court liquidation of its assets. On Nov. 9, 2001, Fleet Bank notified the Company it was in default under a $60 million secured revolving credit facility, citing the Debtor's exposure to its customer American Tissue Inc. and the Debtor's default with respect to many covenants under the Revolver. American Tissue filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 01-_____) on Sept. 10, 2001, after its proposed bond issue of $400 million dollars failed in the summer of 2001. The case later was converted to chapter 7 on April 22, 2004. In March 2002, four of Perry Koplik's creditors filed an involuntary petition (Bankr. S.D.N.Y. Case No. 02-40648) under chapter 7 of the Bankruptcy Code. Soon thereafter, creditors sought the appointment of an interim trustee, on the ground that the Debtor had been mismanaged while conducting its operations. Thereafter, the case was converted from chapter 7 to chapter 11, and a reorganization plan (for a controlled liquidation) for the Debtor was thereafter confirmed. Under the Plan, Michael Fox was appointed as Litigation Trustee, charged with bringing litigation on behalf of the Debtor's estate. Christopher R. Belmonte, Esq., and Pamela A. Bosswick, Esq. -- cbelmonte@ssbb.com -- at Satterlee Stephens Burke & Burke LLP, New York, New York, represent the Trustee. PGI INCORPORATED: BKD LLP Raises Going Concern Doubt ---------------------------------------------------- PGI Incorporated filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. BKD, LLP, in St. Louis, Missouri, expressed substantial doubt about PGI Incorporated's ability to continue as a going concern. The independent auditors noted that the Company has a significant accumulated deficit, and is in default on its primary debt, certain sinking fund and interest payments on its convertible subordinated debentures and its convertible debentures. The Company reported a net loss of $5.48 million on $56,000 of revenues for 2011, compared with a net loss of $4.93 million on $46,000 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.47 million in total assets, $64.93 million in total liabilities, and a stockholders' deficit of $63.46 million. A copy of the Form 10-K is available for free at: http://is.gd/woFZwY St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was founded in 1958, and up until the mid 1990's was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 15 years, the Company's business focus and emphasis changed substantially as it concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. This change was prompted by its continuing financial difficulties due to the principal and interest owed on its debt. Presently, the most valuable remaining asset of the Company is a parcel of 366 acres located in Hernando County, Florida. The Company also owns a number of scattered sites in Charlotte County, Florida (the "Charlotte Property"), but most of these sites are subject to easements which markedly reduce their value and/or consist of wetlands of indeterminate value. As of Dec. 31, 2011, the Company also owned six single family lots, located in Citrus County, Florida. As of Dec. 31, 2011, the Company had no employees, and all services provided to the Company are through contract services. PINNACLE AIRLINES: Common Stock to be Delisted from NASDAQ ---------------------------------------------------------- Pinnacle Airlines Corp. received a deficiency letter from The NASDAQ Stock Market notifying the Company that in accordance with Listing Rules 5101, 5110(b), and IM-5101-1, the staff of NASDAQ has determined that the Company's securities will be delisted from NASDAQ. The NASDAQ staff reached its decision under NASDAQ Listing Rules 5101, 5110(b), and IM-5101-1 following the Company's announcement that the Company and its subsidiaries, Colgan Air, Inc., Mesaba Aviation, Inc., Pinnacle Airlines, Inc., and Pinnacle East Coast Operations Inc., voluntarily filed petitions for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Chapter 11 Cases are being administered under the caption "In re Pinnacle East Coast Operations Inc.," Case No. 12- 11343. Given these continued listing requirements, the early status of the Chapter 11 cases and the demands the Chapter 11 Cases have posed on the Company's resources, the Company does not plan to appeal the NASDAQ staff's determination to delist the Company's common stock. Accordingly, trading of the Company's common stock will be suspended at the opening of business on April 11, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's common stock from listing and registration on NASDAQ. After the Company's common stock is delisted by NASDAQ, it may trade on the OTC Bulletin Board or the Pink OTC Markets Inc. The Company's stock will be eligible for trading only on the Pink Sheets unless and until it is eligible for trading on the OTCBB. OTCBB trading may occur only if a market maker applies to quote the Company's common stock; however, a potential market maker's application to quote the Company's common stock on OTCBB will not be cleared until the Company is current in its reporting obligations under the Securities Exchange Act of 1934, which the Company anticipates occurring in May 2012. There is no assurance that any market maker will decide to quote the Company's common stock at all, and there is no assurance that the Company's common stock will become eligible to trade on the OTCBB. 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. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PONCE TRUST: Files Schedules of Assets and Liabilities ------------------------------------------------------ Ponce Trust, LLC, has filed the U.S. Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $21,250,000 B. Personal Property $1,484,532 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $38,431,829 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $8,567,547 ------------ ---------- TOTAL $22,734,532 $46,999,376 A full-text copy of the schedules is available for free at: http://bankrupt.com/misc/PONCE_TRUST_sal.pdf About Ponce Trust Ponce Trust LLC, the developer and owner of the luxury residential condominium development known as 1300 Ponce, in Coral Gables, Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12- 14247) on Feb. 22, 2012. Judge Robert A. Mark presides over the case. Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's counsel. The petition was signed by Luis Lamar, vice president and manager. Ponce Trust sought Chapter 11 because of (a) the declining real estate market, (b) its inability to reduce condominium prices in response to changing market conditions, and (c) its inability, due to circumstances beyond the Debtor's control, to renew, repay, or refinance its secured mortgage debt owed to MUNB Loan Holdings, LLC, which matured in 2011. Prior to the Petition Date, MUNB initiated a foreclosure action against the Property in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. On July 21, 2011, the State Court entered an Order Appointing Receiver, which inter alia appointed Jeremy S. Larkin as receiver. Mr. Larkin is the President of NAI Miami Commercial Real Estate Services, Worldwide. 1300 Ponce contains 125 residential condominium units. As of the bankruptcy filing date, the Debtor has a remaining inventory of about 83 units and rented about 40 of those units. The Debtor intends to market the remaining Condominium Units for both sale and rental. The residential condominium unit is worth $19 million. MUNB is owed $37.3 million. 1300 Ponce Holdings LLC, assignee of MUNB, is represented by Carlton Fields, P.A. PORTER BANCORP: Reports $107.31-Mil. Net Loss in 2011 ----------------------------------------------------- Porter Bancorp., Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter Bancorp's financial statements for 2011. The independent auditors said that the Company has incurred substantial losses in 2011, largely as a result of asset impairments. "In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional significant asset impairments or continued failure to comply with the regulatory enforcement order may result in additional adverse regulatory action." The Company reported a net loss of $107.31 million on $51.52 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $4.38 million on $57.57 million of net interest income (before provision for loan losses) in 2010. Total non-interest income was $7.83 million for 2011, as compared to $11.58 million for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.455 billion in total assets, $1.373 billion in total liabilities, and stockholders' equity of $82.53 million. A copy of the Form 10-K is available for free at: http://is.gd/GbDVnu Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in twelve counties in Kentucky. POSITRON CORP: Incurs $6.1 Million Net Loss in 2011 --------------------------------------------------- Positron Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.12 million on $6.66 million of sales in 2011, compared with a net loss of $10.92 million on $4.62 million of sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.31 million in total assets, $5.17 million in total liabilities, all current, and a $2.86 million total stockholders' deficit. Sassetti LLC, in Oak Park, Illinois, noted that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company had cash and cash equivalents of $1,000 at Dec. 31, 2011. The Company received $2,100,000 in proceeds from convertible notes and $845,000 in proceeds from the exercise of warrants during 2011. The Company believes that it may continue to experience operating losses and accumulate deficits in the foreseeable future. If the Company is unable to obtain financing to meet its cash needs the Company may have to severely limit or cease its business activities or may seek protection from its creditors under the bankruptcy laws. A copy of the Form 10-K is available for free at: http://is.gd/TZK6WX About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. RACE POINT: S&P Affirms 'BB' Rating on $275-Mil. Senior Term Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' rating on Race Point Power II LLC's $275 million senior secured term loan. "At the same time, we removed the ratings from CreditWatch, where it was placed with developing implications on Dec. 20, 2011. The outlook is stable," S&P said. "Standard & Poor's Ratings Services' rating on the four Race Point coborrowers' (Race Point Power II LLC, Race Point Power III LLC, Race Point Power IV LLC, and NeoElectra Lux S.ar.l.) $275 million, seven-year senior secured term loan is 'BB'. In addition, the recovery rating on the loan is '1', indicating our expectation for high (90% to 100%) recovery of principal in the event of a payment default," S&P said. "Race Point Power is a portfolio of five power-generation entities throughout the U.S. and a cogeneration portfolio of 11 power plants and a biomass facility in Spain, composed of approximately 736 megawatts (MW) of combined power generation capacity," S&P said. "On March 30, 2012, Race Point Power completed the sale of Lea Power (604 MW) and Waterside (72 MW) to FREIF North American Power I, a portfolio company that is majority owned by First Reserve Corp. 'Under the project documents for Race Point Power, when a sale of certain assets occurs a specific amount of debt must be repaid. As such, the project repaid about $128.5 million of the term loan, which reduced outstanding debt to $123.2 million," said Standard & Poor's credit analyst Andrew Giudici. "The outlook on the portfolio is stable. Our ratings incorporate the improvement in financial metrics following the sale of assets. We consider an upgrade to be unlikely given the potential of a payment default at BlackBear and Crawfish, which could result in an event of default, but not a payment default, at Race Point Power. Given the strong financial performance under Standard & Poor's forecast and lower leverage, we could raise the rating if the event of default does not occur or is resolved. We could lower the rating if credit metrics deteriorate, if the operating subsidiaries experience operational issues, or if lenders accelerate Race Point Power's debt as a result of a payment default at one of the operating entities," S&P said. RACKWISE INC: Marcum LLP Raises Going Concern Doubt --------------------------------------------------- Rackwise, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Marcum LLP, in New York, N.Y., expressed substantial doubt about Rackwise, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has not achieved a sufficient level of revenues to support its business and has suffered recurring losses from operations. The Company reported a net loss of $8.88 million on $2.02 million of revenues for 2011, compared with a net loss of $4.09 million on $2.61 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.21 million in total assets, $4.86 million in total liabilities, and a stockholders' deficit of $3.65 million. A copy of the Form 10-K is available for free at: http://is.gd/fM4Ugt Rackwise, Inc., is a software development, sales and marketing company within the markets of IT infrastructure, data center monitoring, management and optimization, data center cost efficiency and green data centers. The Company's executive offices are currently located in San Francisco, California, and the Company has a software development and data center in the Research Triangle Park in Raleigh, North Carolina. The Company is in the process of relocating our executive offices to Folsom, California and expanding its software development center. RAINBOW LAND & CATTLE: Files for Chapter 11 in Las Vegas -------------------------------------------------------- Rainbow Land & Cattle Company, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-14009) on April 4, 2012. The Debtor is represented by Alan R. Smith, in Las Vegas, Nevada. A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for May 10, 2012, at 1:00 p.m. The Debtor disclosed $15.43 million in assets and $2.50 million in liabilities as of the Chapter 11 filing. The Debtor owns land and water rights in Caliente, Nevada, with a combined value of $15.4 million. The properties secure $2.4 million of debt. A copy of the schedules attached to the petition is available for free at http://bankrupt.com/misc/nvb12-14009.pdf RAINBOW LAND & CATTLE: Case Summary & 5 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Rainbow Land & Cattle Company, LLC P.O. Box 1030 Caliente, NV 89008 Bankruptcy Case No.: 12-14009 Chapter 11 Petition Date: April 4, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Alan R. Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 E-mail: mail@asmithlaw.com Scheduled Assets: $15,426,840 Scheduled Liabilities: $2,504,088 The petition was signed by John H. Huston, managing member. Debtor's List of Its Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ John H. Huston Advances $100,000 Jan J. Cole P.O. Box 1030 Caliente, NV 89008 Holmes & Turner, CPA Tax Preparation $6,995 1283 N. 14th Avenue, #201 Bozeman, MT 59715 Lenard Smith Survey Survey and Plat $2,860 c/o Lenard Smith P.O. Box 443 Caliente, NV 89008 Dottie Mae Water Water Tanker Service $2,750 Water Well Services Well Pump replacement $2,482 RELIANCE BANCSHARES: Posts $34-Mil. Net Loss in 2011 ---------------------------------------------------- Reliance Bancshares, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. The Company reported a net loss of $34.00 million on $33.88 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $48.53 million on $40.51 million of net interest income (before provision for loan losses) in 2010. Total non-interest income was $5.60 million for 2011, as compared to $3.51 million for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.047 billion in total assets, $977.18 million in total liabilities, and stockholders' equity of $69.64 million. "The Company and Banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory -- and possibly additional discretionary -- actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements." "Company management believes that, as of Dec, 31, 2011, the Company and Banks meet all capital adequacy requirements to which they are subject, with the exception of the increased capital levels required by the regulatory agreements. As of Dec. 31, 2011, the most recent notification from the applicable regulatory authorities categorized the Banks as adequately capitalized banks under the regulatory framework for prompt corrective action. A copy of the Form 10-K is available for free at: http://is.gd/S3u2f3 Frontenac, Missouri-based Reliance Bancshares, Inc., is a multi- bank holding company that was incorporated in Missouri on July 24, 1998. The Company organized its first subsidiary commercial bank, Reliance Bank, in Missouri, which secured insurance from the Federal Deposit Insurance Corporation ("FDIC") and began conducting business on April 16, 1999 in Des Peres, Missouri with full depository and loan capabilities. The Company organized an additional subsidiary, Reliance Bank, FSB in Fort Myers, Florida as a federal savings bank after operating as a loan production office of Reliance Bank since 2004. The Company applied for and received a federal charter from the Office of Thrift Supervision (the "OTS"), secured insurance from the FDIC and began conducting business on Jan. 17, 2006. The Company's two subsidiaries, Reliance Bank and Reliance Bank, FSB, are sometimes referred to as the "Banks." ROBB & STUCKY: Court Grants Voluntary Chapter 11 Case Dismissal --------------------------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida, at the behest of Robb & Stucky Limited LLLP, has dismissed the Debtor's Chapter 11 case. As reported by the Troubled Company Reporter on Dec. 22, 2011, the Debtor sought the Court's approval on dismissal or conversion of its Chapter 11 case. The Debtor also sought approval of the settlement agreement among the Debtor, the Collier Lenders, and the Official Committee of Unsecured Creditors. In a separate filing, Ray Valdes, Seminole County Tax Collector joined in the U.S. Trustee's motion to convert Chapter 11 case to Chapter 7. Seminole County stated that the motion essentially asserted that the estate is now insolvent and that enormous administrative fees and expenses to a select few have played a significant role in that development. The Court has authorized BofA to close all bank accounts of the Debtor after 30 days following the entry of the March 20 court order and to deliver to the Debtor all cash in any of the accounts, including the cash held in the utility escrow account, the garnishment reserve, the rolling stock proceeds, and any lender reserves (as and when they are payable to the Debtor). The Debtor will remit all the funds to the Collier Lenders as and when received by the Debtor. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- operated a chain of 24 retail stores offering "high-end home furnishings" in five states. Robb & Stucky filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011. Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. In its schedules, the Debtor disclosed $77,705,081 in assets and $91,859,125 in liabilities as of the Chapter 11 filing. Donald F. Walton, U.S. Trustee for Region 21, appointed the Official Committee of Unsecured Creditors in the Debtor's case. The Committee tapped Cooley LLP as its lead counsel; Broad and Cassel as its local bankruptcy counsel; and BDO USA LLP as its financial advisor. RUSSELL BOULDER: Bank Gets Judge's Approval to Take Luxury Cars --------------------------------------------------------------- Las Vegas Review-Journal reports that Clark County District Court Judge Susan Scann allowed East West Bank to take possession of luxury vehicles but not yet liquidate them. The final decision on what to do with them will come after a ruling on the Chapter 11 case of Russell Boulder LLC. According to the report, last November, Judge Scann entered an order that six developers behind Russell Boulder had personally guaranteed the loans on the project. The total amount due has reached $45.5 million, with interest running at $12,000 a day. In the first step to paying down the guarantee, Michael Mixer will have to give to the bank a 2005 Ferrari 612 coupe and a 2007 Cadillac Escalade SUV. Todd Nigro must hand over a 2007 Harley- Davidson and a 2008 Porsche Cayenne. The report notes the hearing on the Chapter 11 reorganization plan for the Siena Suites is scheduled for June. If the result reduces or eliminates the liability, the bank may have to return the vehicles in return for a storage fee. Russell Boulder LLC owns the 600-unit Siena Suites on Boulder Highway, Nevada. SAHARA TOWNE: Hires Flangas McMillan as Special Counsel ------------------------------------------------------- Sahara Towne Square, LLC asks permission from the U.S. Bankruptcy Court to employ Flangas McMillan Law Group as special counsel. The firm will, among others, provide these services: 1. advise the Debtor of its state court rights and obligations and performance of its duties during administration of these bankruptcy cases; 2. represent the Debtor in all complex civil cases and related landlord/tenant litigation proceedings before the Court or before other court jurisdiction over the cases; and 3. assist the Debtor in the performance of its duties. Dimitri Dalacas attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Dalacas' personal billing rate is $25/hour. However, it is not anticipated that any professional having day-to-day responsibility for this matter will charge over the rate of $375/hour. Time devoted by paralegals is charged $125/hour. Hearing date for this motion will be heard in Court on April 18, 2012, at 2:00 p.m. About Sahara Towne Square Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7, 2012. Sahara Towne, which claims to be a Single Asset Real Estate under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total assets and $9.59 million in total liabilities in its schedules. The Debtor says it owns a property located at 2520 & 2650 S. Maryland Parkway, in Las Vegas, worth $13.27 million in assets. The property serves as collateral for a $9.58 million debt to U.S. Bank National Association. Judge Linda B. Riegle oversees the case. Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the Debtor's counsel. The petition was signed by Jeff Susa, president of STS Manager, Inc., manager. U.S. Bank National Association, as Trustee for the Registered Holders of Bank of America, N.A.-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 200I-3, is represented in the case by Robert R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq., at Snell & Wilmer L.L.P. SAHARA TOWNE: Hires Marquis Aurbach Coffing as Attorneys -------------------------------------------------------- Sahara Towne Square LLC asks the U.S. Bankruptcy Court to employ Marquis Aurbach Coffing as attorneys. The firm will, among others, provide these services: 1. prepare schedules, statements, applications, and reports for which the services of any attorney is necessary; 2. advise the Debtor of its rights and obligations and performance and disclosure statement and to obtain approval and confirmation; and 3. represent the Debtor in all proceedings before the Court other courts with jurisdiction over this Chapter 11 Case. Shara L. Larson attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. A $25,000 retainer was collected pre-petition. The firm's rates are: Personnel Rates --------- ----- Attorneys not exceeding $450/hour Clerk/Paralegals not exceeding $175/hour Legal Assistant not exceeding $70/hour Hearing date for this motion will be heard in Court on April 18, 2012, at 2:00 p.m. About Sahara Towne Square Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7, 2012. Sahara Towne, which claims to be a Single Asset Real Estate under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total assets and $9.59 million in total liabilities in its schedules. The Debtor says it owns a property located at 2520 & 2650 S. Maryland Parkway, in Las Vegas, worth $13.27 million in assets. The property serves as collateral for a $9.58 million debt to U.S. Bank National Association. Judge Linda B. Riegle oversees the case. Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the Debtor's counsel. The petition was signed by Jeff Susa, president of STS Manager, Inc., manager. U.S. Bank National Association, as Trustee for the Registered Holders of Bank of America, N.A.-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 200I-3, is represented in the case by Robert R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq., at Snell & Wilmer L.L.P. SEASCAPE INN: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Bob Sanders at fosters.com reports that Seascape Inn LLC filed on March 27, 2012, for Chapter 11 protection in the U.S. Bankruptcy Court in New Hampshire, listing assets of less than $50,000, and liabilities of between $500,000 and $1 million. SECUREALERT INC: To Record $2MM Hike in Add'l Paid-in-Capital ------------------------------------------------------------- In a Form 8-K filed Feb. 29, 2012, SecureAlert, Inc., announced its ongoing internal investigation of certain transactions during fiscal years 2007 and 2008 and its initial meeting with the Securities and Exchange Commission regarding those matters. Since the initial meeting with the SEC, the Company has gathered information through an independent investigation. On March 28, 2012, the Company met with the SEC to report the initial findings from its investigation. The Company has concluded that during fiscal year 2007 and 2008, the Company sold $2,000,000 of devices to a third-party entity wherein the payment for the devices was guaranteed by former officers of the Company and was financed through entities controlled by former officers of the Company. At the time it was not disclosed to the Company that the purchase was being guaranteed or financed by related parties. If all relevant facts were known to the Company at the time of sale, this revenue would not have been recognized. Because the former officers were also significant shareholders of the Company, the cash received would have been accounted for as an increase in Additional Paid-In Capital of $2,000,000. Based on the last public filings of the Company's financials, this adjustment would result in additional paid-in capital totaling $247.4 million and accumulated deficit totaling $232.7 million. These adjustments are immaterial but will be reflected in the Form 10-Q to be filed on or before May 15, 2012. About SecureAlert Inc. Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA) -- http://www.securealert.com/-- is an international provider of electronic monitoring systems, case management and services widely utilized by more than 650 law enforcement agencies worldwide. The Company reported a net loss of $9.85 million on $17.96 million of total revenues for the fiscal year ended Sept. 30, 2011, compared with a net loss of $13.92 million on $12.45 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $24.50 million in total assets, $9.70 million in total liabilities and $14.80 million in total equity. For fiscal 2011, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, noted that the Company has incurred losses, negative cash flows from operating activities and has an accumulated deficit. SELECT TREE: Hires Damon Morey as General Counsel ------------------------------------------------- Select Tree Farms, Inc., et al., ask the U.S. Bankruptcy Court to employ Damon Morey LLP as general counsel. The firm will, among others, provide these services: a. advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession continuing to operate their businesses and properties under Chapter 11 of the Bankruptcy Code; b. prepare, on behalf of the Debtors, any necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules and other documents, and reviewing financial and other reports to be filed in these Chapter 11 cases; and c. advise the Debtors concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in the Chapter 11 cases. The hourly rates being charged by Damon Morey for the attorneys who will be primarily responsible for providing services to the Debtors in connection with these proceedings are: Personnel Rates --------- ----- William F. Savino/General Partner $295 Beth Ann Bivona/ Special Partner $265 Robert C. Carbone/Associate $155 About Select Tree Farms Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 12-10669) on March 7, 2012. Select Tree Farms scheduled $11,450,989 in assets and $5,959,983 in liabilities. The petition was signed by George A. Schichtel, president. The Debtor's owner, George A. Schichtel and Debra G. Schichtel, filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y. Case No. 12-10670). Judge Carl L. Bucki presides over the case. Beth Ann Bivona, Esq., at Damon Morey LLP, serves as the Debtors' counsel. SELECT TREE: Hires Nextpoint as Financial Adviser ------------------------------------------------- Select Tree Farms, Inc., asks the U.S. Bankruptcy Court to employ NextPoint LLC as financial advisors. The firm will, among others, provide these services: a. provide recommendations regarding financial controls, monitoring and oversight of the future operations of Select Tree in connection with Select Tree's anticipated joint Plan of Reorganization; b. review and analyze financial information prepared by the Debtors; and c. provide such other services as Select Tree and NextPoint may, from time-to-time, deem necessary or appropriate. The firm's rates are: Personnel Rates --------- ----- Charles E. Maclay/ Partner $200 Dennis Donovan/Partner $200 Alan Pawlowski/Consultant $200 Various/Financial Analysis Support $125 According to papers filed by the Debtor in court, NextPoint held no retainer. The prepetition retainer of $2,500 was fully exhausted through the performance of pre-petition services by NextPoint. Select Tree was obligated to NextPoint for prior invoices for pre-petition services -- above those amounts satisfied by the $2,500.00 pre-petition retainer -- and is owed a total of $2,250. NextPoint has agreed to waive this claim. NextPoint is requesting a total post-petition retainer of $25,000, which is proposed to be paid $5,000 per month. The firm attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Select Tree Farms Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 12-10669) on March 7, 2012. Select Tree Farms scheduled $11,450,989 in assets and $5,959,983 in liabilities. The petition was signed by George A. Schichtel, president. The Debtor's owner, George A. Schichtel and Debra G. Schichtel, filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y. Case No. 12-10670). Judge Carl L. Bucki presides over the case. Beth Ann Bivona, Esq., at Damon Morey LLP, serves as the Debtors' counsel. SHEARER'S FOODS: S&P Lowers Corporate Credit Rating to 'CCC+' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Ohio-based Shearer's Foods Inc. to 'CCC+' from 'B-'. The outlook is developing. "We also lowered the issue-level rating on Shearer's senior secured credit facilities to 'CCC+' from 'B-'. The recovery rating remains at '3', indicating our expectations for meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "It is our opinion Shearer's may not be able to comply with its financial covenants during the quarter ended March 31, 2012 and the remainder of fiscal 2012, due to leverage covenant step-downs and the company's weaker-than-expected operating performance," said Standard & Poor's credit analyst Bea Chiem. "The developing outlook reflects our belief that we could lower the ratings if covenant cushion levels do not improve and/or the company does not comply with its covenants. Alternatively, we could raise the ratings if the company is able to improve covenant cushion through an amendment and/or improved operating performance," S&P said. SINGER CO: Former Chief Faces Suit Over Mansion Mortgage -------------------------------------------------------- Jeff Overley at Bankruptcy Law360 reports that a lawsuit filed April 2 accuses disgraced former Singer Co. chief Paul A. Bilzerian of wrongfully persuading an Australian energy firm to give a holding company affiliated with his family $750,000 at the same time he took out an identically sized mortgage on a 30,000- square-foot mansion. Law360 says Mr. Bilzerian gained notoriety in the early 1990s when he earned a reputation as a corporate raider. The Harvard Business School graduate served 13 months in prison following convictions for securities fraud and tax fraud. SOLYNDRA LLC: Wants Plan Filing Period Extended Until July 2 ------------------------------------------------------------ Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period within which only they may file a plan of reorganization until July 2, 2012. The Debtors also ask the Court to extend until Sept. 3, 2012, the period for them to obtain acceptances of the plan of reorganization. As reported by the Troubled Company Reporter on Jan. 17, 2012, the Court previously extended the exclusivity periods to file a plan and to solicit acceptances thereof through and including April 3, 2012, and June 4, 2012, respectively. The Debtors say that, as demonstrated by the ever expanding docket and schedules filed in their cases, their Chapter 11 cases are large and complex. The amount of the prepetition funded debt is close to $900 million. There are numerous contractual counterparties, creditors and equity holders in these cases. The Debtors assure the Court that they have paid their debts as they have come due and have made significant progress toward the orderly liquidation and wind down of their assets and operations. The Debtors have, among other things, filed motions to reject certain executory contracts, sold core, non-core, and de minimis assets, and abandoned burdensome property of the estate. The Debtors have also timely filed their statements of financial affairs, schedules of assets of liabilities and their monthly operating reports. The Debtors believe they have made good-faith progress thus far in the case. About Solyndra LLC Founded in 2005, Solyndra LLC was 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. 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. In October 2011, the Debtors hired Berkeley Research Group, LLC, and designated R. Todd Neilson as Chief Restructuring Officer. 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 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. When they filed for Chapter 11, the Debtors pursued 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 were unable to identify any potential buyers, an orderly liquidation of the assets for the benefit of their creditors. Solyndra did not receive acceptable offers to buy the business as a going concern. Solyndra began piecemeal auctions of the assets on Feb. 22, 2012. It has auctioned non-core assets and obtained $6.2 million. Solyndra also took in $1.86 million from the sale of miscellaneous equipment. Solyndra LLC retained the exclusive right for filing a Chapter 11 plan until April 3. SPECTRASCIENCE INC: McGladrey & Pullen Raises Going Concern Doubt ----------------------------------------------------------------- SpectraScience, Inc., filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. McGladrey & Pullen, LLP, in Des Moines, Iowa, expressed substantial doubt about SpectraScience's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. The Company reported a net loss of $4.76 million on $26,735 of revenue for 2011, compared with a net loss of $4.10 million on $23,650 of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.35 million in total assets, $841,165 in total liabilities, and stockholders' equity of $2.51 million. A copy of the Form 10-K is available for free at: http://is.gd/jfN18w San Diego, Calif.-based SpectraScience, Inc., along with its wholly owned subsidiary, Luma Imaging Corporation, focuses on developing its WavSTAT(R) Optical Biopsy System. The WavSTAT employs a non-significant risk technology that optically illuminates tissue in real-time to distinguish between normal and pre-cancerous or cancerous tissue. SPRINT NEXTEL: Cancels Offering Under 1988 Stock Purchase Plan -------------------------------------------------------------- Sprint Nextel Corporation filed with the U.S. Securities and Exchange Commission a post-effective amendment to Form S-8 relating to the offering of 10,000,000 shares of FON common stock and 40,000,000 shares of PCS Common Stock issuable under the 1988 Employees Stock Purchase Plan. On Feb. 28, 2004, Sprint's Board of Directors approved the recombination of the PCS common stock and the FON common stock, effective on April 23, 2004. Following the recombination of the PCS Common Stock and the FON Common Stock, the remaining shares of PCS Common Stock were deregistered. In connection with the merger of Nextel Communications, Inc., with and into a subsidiary of Sprint in August 2005, Sprint amended its Articles of Incorporation to change its name to Sprint Nextel Corporation and to redesignate its FON Common Stock as common stock. Because all of the 10,000,000 shares of Sprint common stock registered on this Registration Statement that could be offered and sold under the Plan has been sold, this Registration Statement can be terminated. A copy of the filing is available for free at: http://is.gd/szmx3M About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. * * * In February 2012, Moody's Investors Service assigned a B3 rating to Sprint Nextel's proposed offering of Senior Unsecured Notes and a Ba3 rating to Sprint's proposed offering of Junior Guaranteed Unsecured Notes. The proceeds will be used for general corporate purposes, the repayment of existing debt, network expansion and modernization, and the potential funding of Clearwire. All of Sprint's ratings remain on review for possible downgrade, including those assigned and the company's B1 corporate family rating and B1 probability of default rating. Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '2' recovery rating to Sprint's proposed $1 billion of senior guaranteed notes due 2020. These notes have subordinated guarantees from all the subsidiaries that guarantee the existing $2.25 billion revolving credit facility. The '2' recovery rating indicates expectations for substantial (70% to 90%) recovery in the event of payment default. Fitch Ratings has assigned ratings to Sprint's $2 billion notes offering. This includes a 'BB/RR2' rating to the junior guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the unsecured senior notes due 2017. STOCKBRIDGE/SBE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating rating to Stockbridge/SBE Holdings, LLC and a (P)B2 rating to its proposed $300 million first lien term loan. Upon receipt and review of the final documents, the provisional designation will be removed and concurrently, a B2 rating will be assigned to the first lien term loan. The net proceeds of the first lien term loan, sponsor equity of approximately $329 million ($299 million contributed to date and $29 million to be contributed at closing), and to-be-raised junior debt (not less than $115 million) will be used to finance the renovation, construction, and development of SLS Las Vegas. SLS Las Vegas is a casino and hotel resort located on the north end of the Las Vegas Strip (the "Project") scheduled to open in the second quarter of 2014. The prospective rating is subject to review of final terms and conditions and incorporates an assumption that within the next six months SBE successfully raises a minimum of $115 million of junior debt that is required to finance completion of the Project. Until the junior financing is raised, the net proceeds of the first lien term loan will be placed in escrow for up to six months while the issuer seeks to raise the junior capital. If SBE successfully raises the junior debt at a blended cash cost no greater than 6%, the escrow will be released to the disbursement agent to fund the Project. If SBE is unable to raise junior debt at a blended cash cost no greater than 6%, amounts funded into escrow (exclusive of the original issue discount plus accrued interest) will be returned to the first lien term loan lenders. SBE will establish an interest reserve at closing (with equity) to fund six months of interest on the first lien term loan while it is held in escrow. The issuer is targeting to obtain low cost junior debt through a federal program sponsored by the U.S. Citizenship and Immigration Services under the U.S. EB-5 visa immigrant investor program. If SBE is unable to raise funds through this program, it can obtain other junior priority, unsecured, mezzanine financing, preferred or common equity with a blended cash rate of no more than 6% per annum. Moody's notes per these terms, it is possible for SBE to raise junior capital at a total cost greater than 6%. Ratings Rationale SBE's B3 Corporate Family Rating reflects the risk associated with the renovation and ramp-up of a hotel-casino, the company's modest scale and reliance on a single property for all of its cash flow. The ratings also consider the limited gaming experience of the sponsors and the need to take share from existing well established properties on the Las Vegas Strip in order to meet its business plan. In addition to these risks, the ratings also reflect Moody's expectation that leverage will be high and interest coverage modest assuming that the project ramps up more slowly than management anticipates. Despite the relatively high amount of equity contributed to this project, Moody's expects pro-forma debt/EBITDA and EBITDA/interest, including Moody's standard adjustments, to approximate 7.0 times and 1.5 times, respectively, at the end of 2015 -- the first full year of operations. Positive rating consideration is given to the company's very good liquidity profile, including a six month escrow interest reserve and 24 month funded cash interest reserve (3 months past completion). Additionally, little new supply is expected to enter the market, the Project is targeted at what Moody's believes is an underserved market segment on the Las Vegas Strip -- just below luxury, and sbe Entertainment has a successful track record establishing popular hotel, restaurant and nightlife venues. These positive elements, along with the existing databases of sbe Entertainment customers and patrons of the Sahara before its closure, reduce the risk of a slow ramp up upon opening relative to other single property casino developments. The rating outlook is stable reflecting Moody's view that the Project has sufficient liquidity to reach completion and that the market can absorb the new supply. Ratings could be downgraded if the terms of the to-be-raised junior debt are more expensive than currently contemplated, the Project encounters cost over-runs or delays that would negatively impact liquidity or the issuers ability to cover interest once the interest reserve is exhausted. Ratings could also be downgraded if visitation trends to Las Vegas or gaming trends deteriorate prior to opening. Upward rating momentum is not expected given the construction and start-up nature of the Project. However, ratings could be considered for upgrade over time if the Project is completed on- time, on budget, and hits its targeted rate of return. Ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at B3 $300 million senior secured first lien term loan at (P)B2 (LGD 3, 38%) Stockbridge/SBE Holdings LLC is a joint venture between Stockbridge Real Estate Funds (90% ownership interest) and sbe Las Vegas Holdings I, LLC (10% ownership interest). SBE is redeveloping the Sahara Hotel and Casino in Las Vegas. The new project will be called SLS Las Vegas. The principal methodology used in rating Stockbridge/SBE Holdings, LLC was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TALON THERAPEUTICS: Authorized Common Shares Hiked to 600 Million ----------------------------------------------------------------- Talon Therapeutics, Inc., held a special meeting of its stockholders for the purpose of considering a proposal to authorize an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its common stock, par value $0.001 per share from 350,000,000 to 600,000,000. The proposal to authorize the Charter Amendment was approved by the Company's stockholders. Following receipt of stockholder approval at the special meeting, the Company effected the Charter Amendment by filing a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on April 5, 2012. About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to Talon Therapeutics Inc. The name change was effected by merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. The Company reported a net loss of $18.82 million for the year ended Dec. 31, 2011, compared with a net loss of $25.98 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $2.48 million in total assets, $30.86 million in total liabilities, $30.64 million in redeemable convertible preferred stock, and a $59.02 million total stockholders' deficit. The Company does not generate significant recurring revenue and has incurred significant net losses in each year since its inception. The Company expects to incur substantial losses and negative cash flow from operations for the foreseeable future, and the Company may never achieve or maintain profitability. BDO USA, LLP, in San Jose, California, 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. TEARLAB CORP: Ernst & Young Raises Going Concern Doubt ------------------------------------------------------ TearLab Corp. filed on March 30, 2012, its annual report on Form 10-k for the fiscal year ended Dec. 31, 2011. Ernst & Young LLP, in San Diego, California, expressed substantial doubt about TearLab's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations and working capital deficit. The Company reported a net loss of $8.81 million on $2.12 million of revenue for 2011, compared with a net loss of $6.68 million on $1.70 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.54 million in total assets, $5.02 million in total current liabilities, and stockholders' equity of $5.52 million. A copy of the Form 10-K is available for free at: http://is.gd/Yd1SSQ TearLab Corp. is an in-vitro diagnostic company based in San Diego, California. The Company is commercializing a proprietary tear testing platform, the TearLab(R) Osmolarity System that enables eye care practitioners to test for highly sensitive and specific biomarkers using nanoliters of tear film at the point-of- care. THORPE INSULATION: 9th Circ. Won't Rethink Win for Insurance Firms ------------------------------------------------------------------ Max Stendahl at Bankruptcy Law360 reports that the Ninth Circuit on April 3 refused to reconsider its finding that a group of insurance companies that hadn't yet settled asbestos claims with Thorpe Insulation Co. could challenge the insulation installer's reorganization plan. The appeals court said U.S. Circuit Judge Ronald M. Gould, who wrote the Jan. 24 decision on behalf of a three-judge panel, had voted to deny Thorpe?s Feb. 7 petition for rehearing en banc, according to an order obtained by Law360. About Thorpe Insulation Based in Long Beach, California, Thorpe Insulation Company supplied and distributed asbestos thermal insulation in Southern California before about 1972. The company's products included pipe and boiler insulation, asbestos cloth and insulating mud. After 1972, some of Thorpe's operations also involved asbestos and lead abatement, including repairing insulation that contained asbestos at commercial and industrial sites. On Dec. 17, 2004, Thorpe's lender, Pacific Funding Group LLC, sold its collateral at a foreclosure sale to Farwest Insulation Consulting owned by Eric and David Fults. Following the foreclosure, Thorpe ceased operation of its business. To date, Thorpe has been subjected to about 12,000 claims and lawsuits related to asbestos. Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr. C.D. Calif. Case No. 07-19271). Jeremy V. Richards, Esq., and Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones, LLP, represent the Debtor. Los Angeles-based Pacific Insulation Company was incorporated in California by Thorpe on May 23, 2000, to be its wholly owned subsidiary. On Oct. 1, 2000, Pacific transferred 100% of its shares to Thorpe in exchange for Thorpe's materials division assets. Thorpe's sole shareholders and board members, Robert W. Fults and Linda Fults, own 50.1% and 49.9% of Pacific, respectively. Pacific is a southwest commercial and industrial insulation distributor and fabricator with locations in Southern and Northern California, Arizona, and Nevada. It provides pipe, air handling, fire barrier, board and blanket insulation as well as adhesives, mastics and sealants. Pacific has never installed or sold any materials containing asbestos. It currently has 55 full-time employees. Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr. C.D. Calif. Case No. 07-20016) due to its alleged asbestos liability and the failure of Thorpe's insurers to pay asbestos claims asserted against Thorpe. John A. Lapinski, Esq., Leslie R. Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick, represent Pacific in its restructuring efforts. On Nov. 6, 2007, Pacific's case was jointly administered under Thorpe Insulation's bankruptcy proceeding. Continental Insurance Company is represented by: Robert Binion, Esq. Rodney Eshelman, Esq. Alan Palmer Jacobus, Esq. CARROLL, BURDICK & McDONOUGH, LLP 44 Montgomery Street, Suite 400 San Francisco, CA 94104 E-mail: rbinion@cbmlaw.com reshelman@cbmlaw.com ajacobus@cbmlaw.com - and - David C. Christian II, Esq. Jason J. DeJonker, Esq. SEYFARTH SHAW, LLP 131 South Dearborn Street, Suite 2400 Chicago, IL 60603-5577 E-mail: jdejonker@seyfarth.com Thorpe Insulation Company is represented by: Daniel J. Bussel, Esq. David M. Guess, Esq. Kenneth N. Klee, Esq. Thomas E. Patterson, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, Thirty-Ninth Floor Los Angeles, CA 90067-6049 E-mail: dbussel@ktbslaw.com dguess@ktbslaw.com tpatterson@ktbslaw.com - and - Margie I. Dupuis, Esq. Richard W. Esterkin, Esq. Asa S. Hami, Esq. Michel Y. Horton, Esq. Charles J. Malaret, Esq. Paul A. Richler, Esq. MORGAN, LEWIS & BOCKIUS LLP 300 South Grand Ave, 22nd Fl. Los Angeles, CA 90071-3132 E-mail: resterkin@morganlewis.com mhorton@morganlewis.com cmalaret@morganlewis.com - and - Thomas M. Peterson, Esq. Jeffrey S. Raskin, Esq. MORGAN, LEWIS & BOCKIUS LLP One Market, Spear Street Tower San Francisco, CA 94105-1596 E-mail: tmpeterson@morganlewis.com jraskin@morganlewis.com - and - Scotta E. McFarland, Esq. Jeremy V. Richards, Esq. PACHULSKI, STANG, ZIEHL, YOUNG, & JONES LLP Thorpe's Official Creditors Committee and Pacific Insulation Company are represented by: Peter J. Benvenutti, Esq. Michaeline H. Correa, Esq. JONES DAY 555 California Street, 26th Floor San Francisco, CA 94104 E-mail: pjbenvenutti@jonesday.com mcorrea@jonesday.com - and - Peter Lockwood, Esq. Ronald E. Reinsel, Esq. CAPLIN & DRYSDALE Washington, D.C. E-mail: plockwood@capdale.com rer@capdale.com The Future Claims Representative is represented by: Gary Fergus, Esq. FERGUS, A LAW OFFICE 595 Market Street, #2430 San Francisco, CA 94105 TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 65.59 cents-on-the- dollar during the week ended Friday, April 6, 2012, a drop of 0.53 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. The loan is one of the biggest gainers and losers among 167 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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) TXU CORP: Bank Debt Trades at 45% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 55.08 cents-on-the-dollar during the week ended Friday, April 6, 2012, a drop of 1.67 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 167 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. TXU CORP: Bank Debt Trades at 39% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 60.52 cents-on-the-dollar during the week ended Friday, April 6, 2012, a drop of 1.40 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 167 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. UNITED DC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: United DC, Inc. 8947 Market Street Houston, TX 77029 Bankruptcy Case No.: 12-32620 Chapter 11 Petition Date: April 3, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Melissa Anne Haselden HOOVER SLOVACEK LLP 5847 San Felipe, Suite 2200 Houston, TX 77057 Tel: (713) 977-8686 Fax: (713) 977-5395 E-mail: Haselden@hooverslovacek.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Marc S. Levine, CEO. UNITED RETAIL: Judge Clears Versa Capital Sole Bid -------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that United Retail Group Inc. will be sold to stalking horse bidder Versa Capital Management LLC for cash and assumed liabilities, after a New York bankruptcy judge approved the deal Tuesday once several creditor objections were resolved. After no competing bids were submitted by a March 20 deadline, a planned March 23 auction was canceled, with Versa affiliate Ornatus URG Acquisition LLC coming out as the sole bidder, according to Law360. About Versa Capital Management Versa Capital Management, Inc. --http://www.versa.com/-- is a private equity investment firm with $1.2 billion of assets under management and is focused on control investments in special situations involving middle market companies in a variety of industries across the United States. 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. VELO HOLDINGS: DIP Lenders Require Bankruptcy Exit by Nov. 30 ------------------------------------------------------------- V2V Holdings LLC, Vertrue LLC and each of their affiliated debtors obtained interim authority from the Bankruptcy Court to obtain postpetition financing from Barclays Bank PLC, as administrative agent and collateral agent for itself and a syndicate of financial institutions. The Debtors also obtained interim authority to use cash collateral securing their obligations to their prepetition first lien lenders. The right to use the Cash Collateral expires, among other things, upon: (a) the Debtors' failure to file by April 30, 2012, motions with the Court seeking authorization to pursue the sales of the Coverdell & Company, Inc. business and Neverblue Communications, Inc. business and approving the bid protections, auction process and sale procedures for such sales; (b) the Debtors' failure to file by April 16, 2012, an application with the Court to employ a Chief Restructuring Officer to supervise and direct a so-called Harvest Transaction as defined in the DIP Agreement; (c) the Debtors' failure to file with the Court by Aug. 20, 2012, a plan of reorganization in form and substance reasonably satisfactory to the First Lien Prepetition Agent; (d) failure of the Debtors to obtain approval of the disclosure statement respecting the Debtors' plan of reorganization by Oct. 1, 2012; (e) failure of the Debtors to obtain an order confirming the Debtors' plan of reorganization by Nov. 16, 2012; and (f) failure of the Debtors to have the plan of reorganization declared effective by Nov. 30, 2012. The DIP Facility consists of a superpriority senior secured multiple-draw term loan facility made available to the Borrowers in an aggregate principal amount of $40,000,000, and is comprised of (i) an amount not to exceed $12,000,000 in the aggregate of multiple draw new money term loans, or so-called Tranche A-1 Loans; (ii) an amount not to exceed $8,000,000 in the aggregate of multiple draw new money term loans, or so-called Tranche A-2 Loans; and (iii) a dollar-for-dollar roll up of $20,000,000 in respect of outstanding first lien prepetition debt. The Interim Order permits the Debtors to borrow from the DIP Lenders up to $5,000,000 in New Money DIP Loans and $5,000,000 in Roll Up DIP Loans. The Debtors also obtained interim authority to grant adequate protection to the First Lien Lenders with respect to, inter alia, all use and diminution in value of their collateral. Barclays is also the administrative agent and collateral agent under a First Lien Credit Agreement, dated as of Aug. 16, 2007. Wilmington Trust, National Association, serves as administrative agent and collateral agent under the Debtors' Second Lien Credit Agreement, dated as of Aug. 16, 2007. As of the bankruptcy filing date, the Debtors owe the First Lien Lenders $373,350,703 in respect of loans made and $100,000 in respect of letters of credit issued. The DIP Credit Agreement provides that each of the Debtor forever waives and releases any and all "claims", counterclaims, causes of action, defenses and setoff rights against the First Lien Prepetition Agent and each of the other First Lien Prepetition Secured Parties, whether arising at law or in equity, including, without limitation, any recharacterization, subordination, avoidance or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or federal law. The Debtors and Barclays have agreed upon (i) a form of budget for the Debtors' ACU business and (ii) a form of budget for the Debtors' Coverdell and Neverblue businesses, each projecting cash flow for 13 weeks. On a monthly basis, the Debtors will provide to the DIP Agent updated Budgets for the Budget Period in substantially the same format as the previous Budgets. The DIP liens are subject to a "Carve-Out" for (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the United States Trustee pursuant to 28 U.S.C. Sec. 1930(a), (ii) fees and disbursements incurred by a chapter 7 trustee (if any) under section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000, (iii) accrued but unpaid fees and expenses of professionals retained by the Debtors or by an official committee of unsecured creditors appointed in the case, incurred prior to an Event of Default or Cash Collateral Termination Event and allowed by the Bankruptcy Court, and (iv) after the occurrence and during the continuance of an Event of Default or Cash Collateral Termination Event, allowed and unpaid professional fees and expenses incurred by (x) the Debtors, in an amount not to exceed $600,000 or (y) the Creditors' Committee, subject to the restrictions set forth in the Interim Order, in an amount not to exceed $150,000. The DIP Facility also provides that, as of the last day of each month, Pro Forma EBITDA for the Debtors' CDNB Business on a cumulative basis, measured from Jan. 1, 2012, through such date, shall not be less than: Period ending Minimum Pro Forma EBITDA ------------- ------------------------ April 30, 2012 $6,900,000 May 31, 2012 $8,500,000 June 30, 2012 $10,200,000 July 31, 2012 $12,300,000 August 31, 2012 $14,300,000 September 30, 2012 $16,500,000 October 31, 2012 $18,900,000 November 30, 2012 $21,200,000 The Debtors also agree not permit the sum of the amount of cash and cash equivalents on hand plus the unused Tranche A-1 Loans available for borrowing at such time to be less than $2,000,000 at any time. The members of the DIP lending consortium include: * General Electric Capital Corporation, * GoldenTree Capital Solutions Fund Financing, * GoldenTree Capital Solutions Offshore Fund Financing, * GoldenTree Credit Opportunities Financing I, Ltd., * GoldenTree 2004 Trust, * GN3 SIP Limited, * GoldenTree High Yield Value Fund Offshore 110 Limited, * GoldenTree Credit Opportunities Second Financing, LTD., * Absalon II Limited, * Unipension Invest F.M.B.A. High Yield Obligationer, and * GoldenTree High Yield Value Fund Offshore (Strategic), Ltd. Attorneys for the First Lien Prepetition Agent and the DIP Agent are: Margot B. Schonholtz, Esq. Ana M. Alfonso, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 E-mail: mschonholtz@willkie.com aalfonso@willkie.com Attorneys for the Second Lien Prepetition Agent are: James P. Seery, Jr., Esq. Lee S. Attanasio, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 E-mail: jseery@sidley.com lattanasio@sidley.com The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. The Court will hold a Final DIP Hearing on April 23, 2012, at 10:00 a.m. (prevailing Eastern time). A copy of the Interim DIP Order is available at http://is.gd/nQqvh6 About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. VELO HOLDINGS: Hires Epiq as Claims & Notice Agent -------------------------------------------------- Velo Holdings Inc. and its debtor-affiliates sought and obtained Bankruptcy Court permission to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent to, among other things, (i) distribute required notices to parties-in-interest, (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' chapter 11 cases, and (iii) provide such other administrative services -- as required by the Debtors -- that would fall within the purview of services to be provided by the Clerk's Office. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 4,000 entities to be noticed. In view of the number of anticipated claimants and the complexity of the Debtors' businesses, the Debtors submit that the appointment of a claims and noticing agent is both necessary and in the best interests of both the Debtors' estates and their creditors. Prior to the Petition Date, Epiq performed certain professional services for the Debtors in accordance with the Services Agreement. The Debtors do not owe Epiq any amount for services performed or expenses incurred prior to the Petition Date. Notwithstanding any terms in the Services Agreement to the contrary, Epiq did not receive a retainer prior to the Petition Date. Jennifer M. Meyerowitz, Esq., Vice President and Senior Consultant of Epiq, attests that Epiq is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: Schedules Filing Deadline Extended Until May 17 -------------------------------------------------------------- At the behest of Velo Holdings Inc., the Bankruptcy Court extended the Debtors' deadline to file (i) schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs through and including May 17, 2012; and (ii) reports of financial information under Bankruptcy Rule 2015.3 until 30 days after the meeting of creditors to be held pursuant to 11 U.S.C. Section 341. The 341 Meeting may remain open and be adjourned from time to time if the U.S. Trustee determines that further examination of the Debtors regarding the Reports is necessary and appropriate. Section 521 of the Bankruptcy Code requires, among other things, that the Debtors file their Schedules. Fed. R. Bank. P. 1007(c) provides, in pertinent part, that "the schedules, statements, and other documents required by subdivision (b)(1), (4), (5) and (6) will be filed with the petition or within 14 days thereafter, except as otherwise provided in subdivisions (d), (e), (f) and (h) of this rule." Pursuant to the Bankruptcy Rules, the time within which to file the Schedules may be extended for "cause." The Debtors currently are focusing on maintaining operations with minimal disruption during their transition into these chapter 11 cases, while pursuing a sale process. Accordingly, the Debtors have limited resources available to complete the detailed internal review of their books and records necessary to complete the Schedules while attending to the numerous other matters involved in such transition. The narratives and data incorporated in the Debtors' chapter 11 petitions and the exhibits attached thereto provide creditors and parties in interest with a substantial amount of information about the Debtors and their financial affairs. Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York, the Debtors have provided and filed with the Court the First Day Declaration setting forth, among other things, the holders of the 30 largest unsecured claims on a consolidated basis, the holders of the five largest secured claims on a consolidated basis, a summary of the Debtors' assets and liabilities, a list of all the Debtors' property in the possession of any custodian, the location of the Debtors' substantial assets, and the names of the Debtors' existing senior management. In addition, upon reasonable request, the Debtors will provide parties in interest with material information concerning their business and financial affairs, including information that will be contained in the Schedules, as such information becomes available. Notwithstanding the Debtors' limited resources, the Debtors already have begun, and will continue, to work diligently to compile the information necessary to complete the Schedules. Specifically, the Debtors must continue to gather information from various documents and locations and complete the posting of their books and records as of the Petition Date or other dates, as appropriate. Once the necessary information is compiled, the Debtors (and their counsel) must review that information to prepare and verify the Schedules. The Debtors do not believe that they will have sufficient time to complete preparation of the Schedules within the 15 days allotted by Rule 1007(c) of the Bankruptcy Rules. At this point, the Debtors believe that they will need a total of at least 45 calendar days, through and including May 17, to prepare the Schedules for filing. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: Rejects Contract With V2V President Sung ------------------------------------------------------- Velo Holdings Inc. and its debtor-affiliates seek Bankruptcy Court permission to reject the Employment Agreement and Addendum to Employment Agreement with Jay T. Sung, dated as of Aug. 14, 2007. Mr. Sung agreed to serve as President of V2V Holdings LLC. Under the terms of the Sung Employment Agreement, upon a termination without cause, the Debtors agreed to pay Mr. Sung subject to certain conditions: (i) any accrued but unpaid base salary for services rendered to the date of termination; (ii) any accrued but unpaid expenses; (iii) any unused vacation accrued to the date of termination; (iv) benefit plans and fringe benefits in accordance with the terms of such plans, policies and arrangements; (v) severance equal to 2.0 times the sum of base salary (as salary continuation); (vi) a bonus of 100% of the targeted annual bonus that Mr. Sung would be eligible for at the end of the fiscal year of the termination pro-rated based on the number of completed months in the year of termination if Mr. Sung executes a general release; and (vii) continuation on behalf of Sung's medical benefits. On March 9, 2012, the Debtors terminated Mr. Sung's employment. The Debtors also seek to reject a Performance Bonus Agreement with Mr. Sung dated as of December 13, 2010. The Bonus Agreement provides for a lump sum bonus for calendar years 2011 and 2012. Upon a termination without cause, the Debtors agreed to pay Mr. Sung (i) $500,000 by March 15, 2012, plus (ii) $1,000,000 by March 15, 2013, subject to certain conditions. The Debtors said the obligations under the Sung Contract constitute a significant financial burden for the Debtors. Specifically, the Contract represents an obligation of roughly $1,500,000 ($500,000 for 2011 performance payments and $1,000,000 for 2012 performance payments). Moreover, with respect to Mr. Sung's employment agreement and related contracts, the Debtors do not benefit from paying Mr. Sung any compensation as his employment was terminated prior to the Petition Date. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VICTORY ENERGY: WilsonMorgan LLP Raises Going Concern Doubt ----------------------------------------------------------- Victory Energy Corporation filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. WilsonMorgan LLP, in Irvine, California, expressed substantial doubt about Victory Energy's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses since inception and has an accumulated deficit. The Company reported a net loss of $3.95 million on $305,180 of revenues for 2011, compared with a net loss of $432,713 on $385,889 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.52 million in total assets, $2.10 million in total liabilities, and a stockholders' deficit of $582,519. A copy of the Form 10-K is available for free at: http://is.gd/XIxYqI Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. WATERLOO RESTAURANT: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Waterloo Restaurant Ventures, Inc., has filed the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $22,912,226 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,637,694 E. Creditors Holding Unsecured Priority Claims $444,332 F. Creditors Holding Unsecured Non-priority Claims $1,373,151 ------------ ---------- TOTAL $22,912,226 $17,455,176 A full-text copy of the schedules is available for free at: http://bankrupt.com/misc/WATERLOO_RESTAURANT_sal.pdf About Waterloo Restaurant Waterloo Restaurant Ventures, Inc., operator of 12 Romano's Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue a sale of the business. The Debtor has 12 stores are in California, Oregon and Washington. The Italian-style casual dining chain said there was a "dramatic decrease in sales in the majority of the franchises" the company owns. Some were generating negative cash flows from operations. Judge Barbara J. Houser presides over the case. Waterloo is represented by Rochelle McCullough, LLP. As of April 5, 2012, the Office of the U.S. Trustee has not appointed an official committee of unsecured creditors. WATERLOO RESTAURANT: Court Grants Final OK on $850,000 DIP Loan --------------------------------------------------------------- Waterloo Restaurant Ventures, Inc., obtained on April 5 final approval from the U.S. Bankruptcy Court for the Northern District of Texas to obtain post-petition secured financing from General Electric Capital Corporation under a secured, priming lien; and to use the cash collateral of GECC to pay the Debtor's ordinary operating expenses. As reported by the Troubled Company Reporter on March 16, 2012, the Debtor sought court permission to obtain the DIP financing and to use cash collateral. The Debtor believes that all of the cash collateral so used constitutes the collateral for GECC's loans to the Debtor. GECC would make available $550,000 under any Interim Order, with an additional $300,000 available, in GECC's sole discretion, upon entry of a final court order approving the extension of credit. On March 15, 2012, the Debtor obtained interim approval from the Court to use obtain DIP financing and to use the cash collateral. The Debtor is authorized and empowered to immediately borrow and obtain the Loans and other financial and credit accommodations from the DIP Lender pursuant to the terms and conditions of the DIP Credit Agreement, the other DIP credit documents and the final DIP court order. A copy of the DIP Credit Agreement is available for free at http://is.gd/u2M9Tc The Debtor will use the proceeds of the Loans made by the DIP Lender pursuant to the DIP Credit Agreement, the other DIP Credit Documents and this final DIP court order, only in accordance with the budget, a copy of which is available for free at: http://is.gd/Cd5DKL For all obligations now existing or hereafter arising pursuant to the DIP Credit Agreement, the other DIP Credit Documents, the interim court order and the final DIP court order, the DIP Lender is granted an allowed super-priority administrative claim. The Debtor is authorized to use the cash collateral of the existing lender during the period from the Petition Date through the earlier of (a) the acceleration of the obligations following an event of default under the DIP Credit Agreement or (b) the maturity date of the DIP Credit Agreement, solely for the purpose of paying the expenses and making the disbursements set forth in the Budget. All objections to the entry of the final DIP court order are resolved by the terms hereof or, to the extent not resolved, are overruled. Objections had been filed on March 29 by creditors General Growth Landlords, FreshPoint Central California, Inc., Triple B Corp., and by Kenneth McCloskey, Beverly Sebanc and Allan Sebanc. GECC is represented by: Jeffrey T. Wegner Kutak Rock LLP The Omaha Building 1650 Farnam Street Omaha, NE 68102 Tel: (402) 346-6000 About Waterloo Restaurant Waterloo Restaurant Ventures, Inc., operator of 12 Romano's Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue a sale of the business. The Debtor has 12 stores are in California, Oregon and Washington. The Italian-style casual dining chain said there was a "dramatic decrease in sales in the majority of the franchises" the company owns. Some were generating negative cash flows from operations. Judge Barbara J. Houser presides over the case. Waterloo is represented by Rochelle McCullough, LLP. Martin J. Giardina at Capital Insight, LLC, serves as the Debtor's chief restructuring officer. In its schedules, Waterloo listed $22,912,226 in total assets and $17,455,176 in total liabilities. As of April 5, 2012, the Office of the U.S. Trustee has not appointed an official committee of unsecured creditors. WATERLOO RESTAURANT: Court Okays Capital Insight's Giardina as CRO ------------------------------------------------------------------ Waterloo Restaurant Ventures, Inc., obtained permission from the U.S. Bankruptcy Court for the Northern District of Texas to (a) employ and retain Capital Insight, LLC, to provide the Debtor with a chief restructuring officer and additional personnel, and (b) designate Martin J. Giardina as the CRO. As reported by the Troubled Company Reporter on March 22, 2012, Capital, an investment bank focused on providing a full range of advisory services to companies in industries with an investment concentration in multi-unit retail, consumer products, and energy, among others, was retained by Waterloo pursuant to an Engagement Letter dated Feb. 25, 2012. As CRO, Mr. Giardina -- head of Capital's interim asset management group relating to restaurant, convenience and gas -- will report to the senior executives of Waterloo and direct Waterloo's activities with an objective of being able to fulfill a plan of reorganization. About Waterloo Restaurant Waterloo Restaurant Ventures, Inc., operator of 12 Romano's Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue a sale of the business. The Debtor has 12 stores are in California, Oregon and Washington. The Italian-style casual dining chain said there was a "dramatic decrease in sales in the majority of the franchises" the company owns. Some were generating negative cash flows from operations. Judge Barbara J. Houser presides over the case. Waterloo is represented by Rochelle McCullough, LLP. In its schedules, Waterloo listed $22,912,226 in total assets and $17,455,176 in total liabilities. As of April 5, 2012, the Office of the U.S. Trustee has not appointed an official committee of unsecured creditors. WESTMORELAND COAL: Jeffrey Gendell Discloses 20.4% Equity Stake --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Jeffrey L. Gendell and his affiliates disclosed that, as of April 2, 2012, they beneficially own 2,840,261 shares of common stock of Westmoreland Coal Company representing 20.4% of the shares outstanding. As previously reported by the TCR on Jan. 9, 2012, Mr. Gendell reported beneficial ownership of 3,064,826 common shares or 22.2% equity stake. A copy of the amended filing is available for free at http://is.gd/uEiTIw About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $36.87 million in 2011, a net loss of $3.17 million in 2010, and a net loss of $29.16 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $759.17 million in total assets, $1.01 billion in total liabilities and a $249.85 million total deficit. * * * As reported in the TCR on March 4, 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. The rating outlook is stable. WILLIAM LYON: S&P Withdraws 'D' Corporate Credit & Issue Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'D' corporate credit rating on William Lyon Homes (William Lyon), as well as its 'D' ratings on the company's $66.7 million 7.625% unsecured notes due 2012, its $138.8 million 10.75% notes due 2013, and its $77.9 million 7.5% unsecured notes due 2014. "At the same time, we withdrew the '4' recovery rating on all of the unsecured notes. The company recently emerged from bankruptcy and exchanged these publicly rated unsecured notes for stock and new, unrated secured notes," S&P said. "We withdrew our ratings on William Lyon and its rated debt after the company emerged from bankruptcy and exchanged previously rated securities for new, unrated secured notes and equity," said credit analyst Matthew Lynam. "On Feb. 10, 2012, the U.S. Bankruptcy Court confirmed the company's plan of reorganization. On Feb. 25, 2012, the company and its subsidiaries completed the transactions proposed within the reorganization plan, including the issuance of $75 million aggregate principal amount of 12% senior subordinated secured notes due 2017 and 44.7 million shares of the company's new class A common stock in exchange for the previously rated $283.4 million of unsecured notes. We estimate that unsecured noteholders received an estimated total initial recovery value of approximately 37%," S&P said. WOLFGANG CANDY: Appoints SVP & Chief Marketing Officer ------------------------------------------------------ Christina Kauffman at the York Dispatch reports that Wolfgang Candy has hired Melinda Wonders, a former Hershey Foods strategist as its senior vice president and chief marketing officer. According to the report, Ms. Wonders will determine the company's national approach, influence and build brand strategies for national sales, and focus on "growing core base business and accelerating Wolfgang's retail brand presence nationally." The report notes Ms. Wonders' prior posts include vice president of sales and marketing for Savory Foods and, for more than 15 years, director of marketing, director of marketing licensing and director of special channels marketing at The Hershey Company. The report relates Mr. Wonders said in the release that Wolfgang's future plans include growing brand equity and expanding distribution across the United States. Based in York, Pennsylvania, Wolfgang Candy Co., Inc., filed for Chapter 11 bankruptcy protection on March 13, 2012 (Bankr. M.D. Penn. Case No. 12-01427). Judge Mary D. France presides over the case. Lawrence V. Young, Esq., at CGA Law Firm, represents the Debtor. The Debtor listed assets of less than $50,000, and estimated debts of between $1 million and $10 million. XTREME OIL: LBB & Associates Raises Going Concern Doubt ------------------------------------------------------- Xtreme Oil & Gas, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. LBB & Associates Ltd., LLP, in Houston, Texas, expressed substantial doubt about Extreme Oil's ability to continue as a going concern. The independent auditors noted that of the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 The Company reported a net loss of $205,088 on $2.49 million of revenues for 2011, compared with a net loss of $7.08 million on $89,835 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $8.99 million in total assets, $6.60 million in total liabilities, and stockholders' equity of $2.39 million. A copy of the Form 10-K is available for free at: http://is.gd/zSjTaH Plano, Texas-based Xtreme Oil & Gas, Inc., owns working interest on 10,348 surface acres containing 67 oil wells and drilling locations in Texas, Kansas, and Oklahoma. YUKON-NEVADA GOLD: Reports $26.4-Mil. Net Income in 2011 -------------------------------------------------------- Yukon-Nevada Gold Corp. filed on March 30, 2012, its annual report on Form 40-F for the fiscal year ended Dec. 31, 2011. Deloitte & Touche LLP, in Vancouver, Canada, said that the Company has incurred net losses over the past several years and has a working capital deficit in the amount of $52.7 million and has an accumulated deficit of $358.9 million. "These conditions indicate the existence of material uncertainties that may cast substantial doubt about the Company's ability to continue as a going concern." The Company reported net income of $26.4 million on $105.1 million of revenue for 2011, compared with a net loss of $190.4 million on $71.4 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $327.6 million in total assets, $240.5 million in total liabilities, and stockholders' equity of $87.1 million. A copy of the Form 40-F is available for free at: http://is.gd/0H1BNu A copy of the consolidated financial statements for 2011 and 2010 is available for free at http://is.gd/LE4ROC Vancouver, Canada-based Yukon-Nevada Gold Corp. is a North American gold producer in the business of discovering, developing and operating gold deposits. The Company holds a diverse portfolio of gold, silver, zinc and copper properties in the Yukon Territory and British Columbia in Canada and in Nevada in the United States. The Company's focus has been on the acquisition and development of late stage development and operating properties with gold as the primary target. Continued growth will occur by increasing or initiating production from the Company's existing properties. ZOOM TELEPHONICS: Marcum LLP Raises Going Concern Doubt ------------------------------------------------------- Zoom Telephonics, Inc., filed on March 30, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Marcum LLP, in Boston, Massachusetts, expressed substantial doubt about Zoom Telephonics' ability to continue as a going concern. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. The Company reported a net loss of $870,054 on $12.67 million of revenue for 2011, compared with net income of $268,185 on $13.30 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $5.05 million in total assets, $1.43 million in total current liabilities, and stockholders' equity of $3.62 million. A copy of the Form 10-K is available for free at: http://is.gd/8JTNdw Located in Boston, Massachusetts, Zoom Telephonics, Inc., designs, produces, markets, sells, and supports broadband and dial-up modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other communication-related products. * Moody's Says Healthcare Law Repeal Hits For-Profit Hospitals -------------------------------------------------------------- The nullification of the 2010 healthcare law currently under consideration by the US Supreme Court would be a credit negative for for-profit hospital operators, says Moody's Investors Service in a new special comment. The court is expected to announce in June its decision on the constitutionality of the reform law, which aimed to increase the number of individuals with healthcare insurance by mandating that all individuals purchase coverage. "If the law is fully or partially repealed, for-profit hospital operators' costs of treating patients unable to pay their bills would rise, and would limit operators' revenue growth and profit margins and constrain cash flow," said Dean Diaz, a Moody's Vice President-Senior Credit Officer and author of the report. "Bad debt expense already averages over 10% of revenue of our rated for-profit hospital operators." Without the mandate that requires individuals to maintain healthcare coverage or face penalties, the pool of uninsured patients will likely expand, and along with increasing costs of providing healthcare services, put even more pressure on for- profit hospital operators. The biggest impact would be felt by operators of acute care for-profit hospitals, including HCA Inc. (B1 stable), Community Health Systems, Inc. (B1 negative) and Tenet Healthcare Corporation (B2 positive), says Moody's. Specialty hospital operators are likely to be less affected, says Moody's. These operators - Select Medical Holdings Corp. (B2 positive), HealthSouth Corp. (B1 positive), Kindred Healthcare, Inc. (B1 stable) and Acadia Healthcare Company, Inc. (B1 stable) - do not offer emergency room services and see fewer uninsured patients. * Moody's Says U.S. Muni Market VRDBs Exposed to Bank Stresses -------------------------------------------------------------- The market for bank-supported municipal debt faces headwinds in 2012 due to downward pressure on bank ratings, says Moody's Investors Service in a new report. The debt that would be affected by any rating actions includes variable rate demand bonds (VRDBs), commercial paper and similar bank-supported US municipal debt. Interest rates on these obligations are reset periodically at levels at which they are expected to clear the market. The support provider (e.g. a bank) commits to cover any shortfall in investor demand on each reset date. Investors, including money market funds, purchase these obligations based largely on the credit of the bank providing support. In February, Moody's initiated a review for downgrade of a number of banks and securities firms with global capital market operations in light of challenges not fully captured in their current ratings, including fragile funding conditions, wider credit spreads, increased regulatory burdens, and more difficult operating conditions that have tended to diminish longer-term profitability. The reviews are expected to conclude in May. "If the reviews ultimately result in a contraction in the universe of P-1 rated support providers, we may see rotation by money market funds out of affected VRDBs and similar bank supported obligations," said Moody's VP-Senior Credit Officer Thomas Jacobs, a co-author of the report. "It could also result in a spike in reset rates, increased incidence of failed remarketings, and difficulty arranging replacements and extensions of support, particularly for weaker credits." A high volume of support facilities are scheduled to expire in 2012. In addition to the possibility of a smaller pool of banks with Prime-1 ratings, evolving interpretations of Basel III and other regulatory frameworks put in place following the 2008 credit crisis may limit some banks' ability to provide new or extended facilities as these commitments expire. Mr. Jacobs said municipal issuers will continue to look for new ways to maintain access to variable rate financing and minimize financing cost in the context of investor demand and the banking sector's capacity to provide cost effective credit and liquidity support. Moody's reports that the outstanding balance of bank-supported municipal debt has been shrinking for the past several years. The market functioned well in 2011 despite downward credit pressure on banks that resulted in many rating downgrades and a record volume of support facility expirations. In 2011, many issuers replaced variable rate demand debt with variable rate bank loans. Moody's expects issuers would rely even more heavily on direct loans and other structures not reliant on credit and liquidity support from banks in the event of a contraction of the P-1 rated universe of support providers. * Phelps Dunbar Expands Tampa Office With Two Bankruptcy Hires -------------------------------------------------------------- Phelps Dunbar LLP announced March 30 that Michael P. Brundage has joined the firm as a partner in the Tampa office. Mr. Brundage, formerly a shareholder and bankruptcy practice group leader with Hill Ward Henderson, brings more than 25 years of experience representing clients in the areas of bankruptcy, creditors? rights and complex commercial litigation. Joining Mr. Brundage is Patrick M. Mosley, an associate and former law clerk to Tampa Bankruptcy Judge, Catherine McEwen. Mr. Mosley represents creditors, trustees and debtors in all aspects of bankruptcy and creditor?s rights law. Their experience in business restructuring, bankruptcy and creditors? rights matters offers new capabilities to Phelps? clients in Florida and also strengthens the firm?s regional bankruptcy practice. Additionally, their arrival builds on recent growth in Tampa with Brian Albritton, former U.S. Attorney, and Reed Russell, former legal counsel to the EEOC, joining the firm over the past 18 months. "We are pleased to welcome Mike and Patrick to Phelps Dunbar," said Michael D. Hunt, Firm Managing Partner. "Mike is a pre- eminent business bankruptcy lawyer. Our lender and borrower clients in Florida and elsewhere will benefit from his extensive expertise." Mr. Brundage practices in the areas of business bankruptcy, creditors' rights litigation, commercial litigation and real property litigation. His clients include financial institutions, private lenders, private and public companies, and other creditors, as well as debtors, trustees, official committees and other commercial litigants in bankruptcy, state and federal courts throughout the State of Florida. He received his J.D. from Stetson University College of Law, cum laude, in 1986, where he was editor-in-chief of the law review and his B.S. in Finance from Florida State University, with honors, in 1981. Mr. Brundage is Board Certified in Business Bankruptcy law by the American Board of Certification, has an AV rating by Martindale- Hubbell, and has been selected by The Best Lawyers in America in Bankruptcy and Creditor-Debtor law. He also has been named a "Super Lawyer" for Bankruptcy & Creditor/Debtor law and Business Litigation. Among other activities, Brundage is active in the Tampa Bay Bankruptcy Bar Association and the Business Law section of the Florida Bar. "I am delighted to be joining a law firm with the regional footprint, breadth of experience and excellent reputation found at Phelps Dunbar," said Brundage. "The firm?s growing presence and depth of capabilities across all offices will enable my team to further meet the needs of our clients in Florida as well as across the South." Patrick Mosley practices in the areas of business bankruptcy, creditors' rights litigation, commercial litigation and real property litigation. He served as a law clerk to the Honorable Colleen A. Brown, United States Bankruptcy Judge for the District of Vermont, and the Honorable Catherine Peek McEwen, United States Bankruptcy Judge for the Middle District of Florida. He received his J.D. from Vermont Law School, cum laude, in 2006 and his B.A. from Southern Methodist University, cum laude, in 2002. He is a member of the Tampa Bay Bankruptcy Bar Association. Phelps Dunbar is a regional firm of more than 270 attorneys - in New Orleans and Baton Rouge, Louisiana; Jackson, Tupelo, and Gulfport, Mississippi; Houston, Texas; Tampa, Florida; Mobile, Alabama; Raleigh, North Carolina; and London, England - serving clients in the South as well as nationwide and abroad. * BOND PRICING -- For Week From March 19 to 23, 2012 ---------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 16.250 AMBAC INC 9.500 2/15/2021 17.100 AMBAC INC 7.500 5/1/2023 17.250 AMBAC INC 6.150 2/7/2087 1.020 AES EASTERN ENER 9.000 1/2/2017 24.000 AGY HOLDING COR 11.000 11/15/2014 35.000 AHERN RENTALS 9.250 8/15/2013 56.000 AMER GENL FIN 4.000 4/15/2012 97.000 AMR CORP 9.000 8/1/2012 42.250 AM AIRLN PT TRST 10.180 1/2/2013 67.875 AM AIRLN PT TRST 9.730 9/29/2014 30.750 AMR CORP 6.250 10/15/2014 42.120 AM AIRLN PT TRST 7.379 5/23/2016 31.125 AMERICAN ORIENT 5.000 7/15/2015 45.468 AQUILEX HOLDINGS 11.125 12/15/2016 40.000 MCDONNELL DOUG 9.750 4/1/2012 99.900 BROADVIEW NETWRK 11.375 9/1/2012 88.750 BLOCKBUSTER INC 11.750 10/1/2014 1.688 BRY-CALL04/12 8.250 11/1/2016 104.120 DELTA AIR 1992B1 9.375 9/11/2017 26.625 DELTA AIR 1993A1 9.875 4/30/2049 20.500 DIRECTBUY HLDG 12.000 2/1/2017 23.000 DELTA PETROLEUM 3.750 5/1/2037 60.000 DUNE ENERGY INC 10.500 6/1/2012 93.500 EASTMAN KODAK CO 7.250 11/15/2013 30.000 EASTMAN KODAK CO 7.000 4/1/2017 30.250 EASTMAN KODAK CO 9.950 7/1/2018 29.200 ENERGY CONVERS 3.000 6/15/2013 48.000 EVERGREEN SOLAR 13.000 4/15/2015 50.000 FIRST METRO 6.900 1/15/2019 15.000 FIBERTOWER CORP 9.000 11/15/2012 21.100 GANNETT CO 6.375 4/1/2012 100.100 GLB AVTN HLDG IN 14.000 8/15/2013 32.200 GMX RESOURCES 5.000 2/1/2013 65.615 GMX RESOURCES 5.000 2/1/2013 65.250 GLOBALSTAR INC 5.750 4/1/2028 55.500 HAWKER BEECHCRAF 8.500 4/1/2015 15.500 HAWKER BEECHCRAF 9.750 4/1/2017 7.594 HEP-CALL04/12 6.250 3/1/2015 100.500 ELEC DATA SYSTEM 3.875 7/15/2023 93.060 LEHMAN BROS HLDG 6.000 7/19/2012 29.250 LEHMAN BROS HLDG 5.000 1/22/2013 26.680 LEHMAN BROS HLDG 5.625 1/24/2013 28.500 LEHMAN BROS HLDG 5.100 1/28/2013 27.260 LEHMAN BROS HLDG 5.000 2/11/2013 27.750 LEHMAN BROS HLDG 4.800 2/27/2013 26.000 LEHMAN BROS HLDG 4.700 3/6/2013 26.500 LEHMAN BROS HLDG 5.000 3/27/2013 27.375 LEHMAN BROS HLDG 5.750 5/17/2013 28.000 LEHMAN BROS HLDG 0.450 12/27/2013 27.375 LEHMAN BROS HLDG 5.250 1/30/2014 27.625 LEHMAN BROS HLDG 4.800 3/13/2014 28.750 LEHMAN BROS HLDG 5.000 8/3/2014 25.500 LEHMAN BROS HLDG 6.200 9/26/2014 28.250 LEHMAN BROS HLDG 5.150 2/4/2015 25.500 LEHMAN BROS HLDG 5.250 2/11/2015 27.260 LEHMAN BROS HLDG 8.800 3/1/2015 26.028 LEHMAN BROS HLDG 7.000 6/26/2015 26.750 LEHMAN BROS HLDG 8.500 8/1/2015 26.550 LEHMAN BROS HLDG 5.000 8/5/2015 25.630 LEHMAN BROS HLDG 7.000 12/18/2015 27.000 LEHMAN BROS HLDG 5.500 4/4/2016 29.500 LEHMAN BROS HLDG 8.920 2/16/2017 26.000 LEHMAN BROS HLDG 8.050 1/15/2019 26.025 LEHMAN BROS HLDG 11.000 6/22/2022 26.000 LEHMAN BROS HLDG 11.000 7/18/2022 26.500 LEHMAN BROS HLDG 11.500 9/26/2022 25.750 LEHMAN BROS HLDG 18.000 7/14/2023 26.250 LEHMAN BROS HLDG 10.375 5/24/2024 26.500 LEHMAN BROS INC 7.500 8/1/2026 3.000 LEHMAN BROS HLDG 11.000 3/17/2028 26.510 LIFECARE HOLDING 9.250 8/15/2013 65.000 MASHANTUCKET PEQ 8.500 11/15/2015 5.025 MF GLOBAL HLDGS 6.250 8/8/2016 36.500 MF GLOBAL LTD 9.000 6/20/2038 34.750 M/I HOMES INC 6.875 4/1/2012 99.260 MANNKIND CORP 3.750 12/15/2013 55.625 MORGAN ST DEAN W 6.600 4/1/2012 100.051 PMI GROUP INC 6.000 9/15/2016 23.400 PENSON WORLDWIDE 8.000 6/1/2014 36.041 PREGIS-CALL04/12 12.375 10/15/2013 98.250 REDDY ICE CORP 13.250 11/1/2015 44.310 REAL MEX RESTAUR 14.000 1/1/2013 46.000 RESIDENTIAL CAP 8.500 4/17/2013 39.875 RESIDENTIAL CAP 6.875 6/30/2015 42.000 THORNBURG MTG 8.000 5/15/2013 10.125 THQ INC 5.000 8/15/2014 50.000 TOUSA INC 9.000 7/1/2010 12.250 TRAVELPORT LLC 11.875 9/1/2016 35.250 TRAVELPORT LLC 11.875 9/1/2016 39.000 TIMES MIRROR CO 7.250 3/1/2013 36.000 TEXAS COMP/TCEH 7.000 3/15/2013 35.100 TEXAS COMP/TCEH 10.250 11/1/2015 22.375 TEXAS COMP/TCEH 10.250 11/1/2015 19.200 TEXAS COMP/TCEH 10.250 11/1/2015 23.000 TEXAS COMP/TCEH 15.000 4/1/2021 42.000 WASH MUT BANK FA 5.650 8/15/2014 0.500 WESTERN EXPRESS 12.500 4/15/2015 56.000 ********* 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 ***