/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120413.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 13, 2012, Vol. 16, No. 102 Headlines 201 WESTMORELAND: Case Summary & 14 Largest Unsecured Creditors AES EASTERN: Authorized to Sell Two Plants to Lenders AHERN RENTALS: Replies to Noteholders' Exclusivity Opposition AHERN RENTALS: Committee Wants to Take Part in Plan Formulation AJ CONCRETE: Case Summary & 20 Largest Unsecured Creditors AMERICAN WEST: Files Schedules of Assets and Liabilities AMERICAN WEST: Claims Bar Date Set for June 29, 2012 ARCAPITA BANK: Bahrainian Banks Named to Creditors' Panel ASSURANT INC: Moody's Issues Summary Credit Opinion AUTOTRADER.COM: S&P Rates $200 Million Term Loan 'BB+' BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 12.3% Equity Stake BEACON POWER: Brown Rudnick Settles $6.6-Mil. Ch. 11 Fee Fight BEAZER HOMES: Deutsche Bank Ceases to Hold 5% Equity Stake BELLWOOD AVENUE: Case Summary & 5 Largest Unsecured Creditors BERNARD L. MADOFF: Trustee Shelves Appeal Over UniCredit Dismissal BIOLIFE SOLUTIONS: Incurs $1.9 Million Net Loss in 2011 BIOVEST INTERNATIONAL: To Seek Marketing Approval for BiovaxID C&E HOLDINGS: Case Summary & 3 Largest Unsecured Creditors CALAIS RESOURCES: Brigus Demands Payment of $10.8 Million CANO PETROLEUM: Can Use Prepetition Lenders' Cash Collateral CASCADE BANCORP: Leadership Looks Ahead for 2012 CDC CORP: Court Approves Settlement Deal With Evolution CENTRAL CONCRETE: Case Summary & 3 Largest Unsecured Creditors CENVEO CORP: Moody's Says Downsized Notes Issue No Rating Impact CERTENEJAS INCORPORADO: Case Summary & Creditors List CHINA NORTH: Gets NYSE Notice of Delisting CHRIST HOSPITAL: Interest and Maturity of HFG Financing Modified CHRIST HOSPITAL: Final DIP Hearing Scheduled for April 16 CITIZENS CORPORATION: Trustee Taps Harwell Howard as Counsel CLARE OAKS: Decision Period on St. Joseph Lease Extended to July 2 CLARE AT WATER TOWER: Changes to Bidding Procedures Approved COMMUNITY MEMORIAL: Status Conference Today CONSTELLATION BRANDS: S&P Gives 'BB+' Rating on $400M Senior Notes COUGAR OIL: Directors Resigned Effective April 10 CUSTER ROAD: Has OK to Hire Richard W. Ward as Bankruptcy Counsel CUSTER ROAD: Has Nod to Hire Neugent & Helbing as Appraiser DALLAS ROADSTER: US Trustee Wants Chapter 11 Case Dismissed DIPPIN' DOTS: Fischer Offers to Buy Business for $12.7 Million DYNEGY INC: Gets Non-Compliance Notification From NYSE EARTHBOUND HOLDING: S&P Revises Outlook on 'B' CCR to Negative EASTMAN KODAK: Taps Jones Day for Fujifilm Suit EASTMAN KODAK: Committee Taps Milbank for Plan Matters EASTMAN KODAK: Committee Taps Togut Segal as Conflicts Counsel EASTMAN KODAK: Committee Retains A&M as Financial Adviser ELLINWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors EOS PREFERRED: Suspending Filing of Reports with SEC ENERGY CONVERSION: Shareholders Want Official Equity Committee ENERGY CONVERSION: Quarton Indemnification Provisions Altered EVEREST ACQUISITION: S&P Lowers $750MM Term Loan Rating to 'BB-' FAIR MARKET PROPERTIES: Owner Eyes Sale of Other Investments FICO LLC: Case Summary & 4 Largest Unsecured Creditors FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating FIRST EVANGELICAL: Case Summary & 20 Largest Unsecured Creditors FOUR KIDS: Case Summary & 18 Largest Unsecured Creditors GARLOCK SEALING: ACC and BofA Want Motion to Quash Withdrawn GENERAL MARITIME: Wants Unsec. Claims Estimated at $327.5 Million GHP PARTNERS: Case Summary & Largest Unsecured Creditor GIORDANO'S ENTERPRISES: Trustee Wants Conversion to Chapter 7 GLOBAL AVIATION: Bondholders Object to Imperial Capital Hiring GORDIAN MEDICAL: Wants to Hire Fulbright as Regulatory Counsel GORDIAN MEDICAL: Court Approves GlassRatner as Financial Advisor GORDIAN MEDICAL: Committee Taps Landau Gottfried as Counsel GORDIAN MEDICAL: Gets Approval to Hire Pachulski Stang as Counsel GORDIAN MEDICAL: Abernathy Approved as Communications Consultant GORDIAN MEDICAL: Gets OK to Obtain Credit from Wright Express GRANITE DELLS: Files Schedules of Assets and Liabilities GRANITE DELLS: U.S. Trustee Unable to Form Committee HARTFORD FINANCIAL: Moody's Issues Summary Credit Opinion HEMCON MEDICAL: Case Summary & 20 Largest Unsecured Creditors HOMER CITY: S&P Lowers Rating on Senior Secured Notes to 'CCC' HORIZON LINES: Incurs $229.4 Million Net Loss in 2011 HORIZON LINES: Reaches Agreement in Principle to Reduce Debt HOSPITAL DAMAS: Court Denies Claimants' Plea to Dismiss Case HOSPITAL DAMAS: Wants to Renew Appointment of FPV as Auditors ICG REAL ESTATE: Case Summary & 8 Largest Unsecured Creditors INDIANAPOLIS DOWNS: Agrees on Dual-Track Restructuring JEFFERSON COUNTY, AL: Trial on Use of Sewer Revenue Begins JESCO CONSTRUCTION: Can Employ L. Kelly Baker as Accountant LEHMAN BROTHERS: Initial Payouts to Creditors Total $22.5 Billion LEVI STRAUSS: Reports $49.3 Million Net Income in Q1 2012 LIBERATOR INC: Files Form S-8, Registers 5 Million Common Shares LUMBER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors M & D INVESTMENTS: Voluntary Chapter 11 Case Summary M WAIKIKI: Files Second Amended Joint Disclosure Statement MICROBILT CORP: Files Outline for 1st Amended Reorganization Plan MISTER BEE: To Resume Operations With Investor's Help NH SIMPSON: Case Summary & 16 Largest Unsecured Creditors NORTEL NETWORKS: Amendment to Jefferies Retention Order Approved NORTEL NETWORKS: Wants Mediator for Retiree Welfare Plans NORTHCORE TECHNOLOGIES: Acquires Envision for $1 Million ON ASSIGNMENT: Moody's Assigns 'Ba3' CFR; Outlook Stable ONE ALARM: S&P Rates $25-Mil. Revolver, $520-Mil. Term Loan 'B+' OPTIONS MEDIA: Delays Form 10-K for 2011 PARKER DRILLING: Moody's Affirms 'B1' Senior Note Rating PDQ COOLIDGE: Voluntary Chapter 11 Case Summary PEMCO WORLD: Taps Young Conaway as Bankruptcy Counsel PEMCO WORLD: Taps Bayshore Partners as Investment Banker PEMCO WORLD: Taps Epiq Bankruptcy as Administrative Advisor PEMCO WORLD: Wants Until May 4 to File Schedules and Statements PENN VIRGINIA: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg PGA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable PGA HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable PITTSBURGH CORNING: Insurers Object to Chapter 11 Plan QIMONDA AG: $33.7 Million Citibank Lawsuit Survives R4 ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors R.E. LOANS: Hearing on B-4 Partners' Case Transfer Vacated R.E. LOANS: Court Modifies Automatic Stay on Rancho Las Flores REDDY ICE: To Seek Prepack Bankruptcy, Merger With Arctic Glacier RJB RETAIL: Case Summary & 20 Largest Unsecured Creditors SAINT CATHERINE: Owners Abruptly End Meeting With Ex-Workers SBA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating SCHOMAC GROUP: NSS RV Central Gets Continued Access to BOKF Cash SHOREBANK CORP: Jennifer Wynn Named Jamil Moore's Representative SHOREBANK CORP: Committee Can Retain Mark Hebbeln as Counsel SHUANEY IRREVOCABLE: Court OKs Mark Freund as Counsel SHUANEY IRREVOCABLE: Bank Seeks to Prohibit Cash Collateral Use SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors SLAVERY MUSEUM: Court Sets June 6 Hearing to Approve Plan SOLERA HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating SOUTHERN MONTANA: Court OKs Deal to Reject PPSA with PPL Energy SOUTHERN MONTANA: Trustee Taps Hein & Assoc. as Fin'l Accountants SOUTHERN SKY: Direct Air Case Converted to Liquidation SOUTHWEST CONCRETE: Case Summary & 20 Largest Unsecured Creditors SP NEWSPRINT: Platt Electric Wants Perfection of Construction Lien STELLAR GT: Court Extends Lift Stay Order Until June 30 SUPERCONDUCTOR TECH: Gets NASDAQ Bid Price Deficiency Letter SWEPORTS LTD: Involuntary Chapter 11 Case Summary TELLICO LANDING: Files Amended Second Disclosure Statement TELLICO LANDING: Chapter 11 Trustee Appointment Sought TELLICO LANDING: Deadline to File Proofs of Claim on June 15 TELLICO LANDING: Creditors Want Chapter 11 Case Dismissed TIB FINANCIAL: Reports $2.8 Million Net Income in 2011 TN-K ENERGY: Lecil Smith Ceases to Hold 5% Equity Stake TOUSA INC: Wants Authority to Extend Use of Cash Collateral TRAFFIC SERVICES: Case Summary & 20 Largest Unsecured Creditors TRICORBRAUN INC: Moody's Assigns 'B2' CFR; Outlook Stable TRICORBRAUN INC: S&P Assigns 'B' Corporate Credit Rating TRIDENT MICROSYSTEMS: Sigma OK'd to Buy DTV Business for $22.5MM VERENIUM CORP: Cancels Loan and Security Agreement with Comerica VERENIUM CORP: Closes Sale of Oilseed Business with DSM Food VERTELLUS SPECIALTIES: S&P Lowers Corp. Credit Rating to 'B-' VI-JON INC: Moody's Lowers Corporate Family Rating to 'B2' VISUALANT INC: Plans Joint Development Agreement with Sumitomo WENDY'S INT'L: Moody's Rates New $1.25BB Secured Term Loan (P)B1 WINDSOR FINANCING: Moody's Cuts Rating on Sr. Sec. Bonds to 'B1' WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in 2011 YPSILANTI SCHOOL: Moody's Cuts Rating on $80.2MM Bonds to 'Ba1' Z TRIM HOLDINGS: Incurs $6.9 Million Net Loss in 2011 * Moody's Says Tough Pricing to Hit North-Am Solid Waste Sector * Moody's Says New Canadian Wireless-Only Carriers Struggling * Moody's Says US Private Corrections Sector Face Credit Concerns * Thompson Hine Bolsters New York Real Estate Practice * BOOK REVIEW: Corporate Debt Capacity ********* 201 WESTMORELAND: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: 201 Westmoreland Associates, Ltd. 2664 Lacy Street Los Angeles, CA 90031 Bankruptcy Case No.: 12-22642 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Neil W. Bason About the Debtor: 2012 Westmoreland is a real estate investor. Debtor's Counsel: Warren N. Nemiroff, Esq. TDG LAW GROUP, APC 9595 Wilshire Boulevard, #900 Beverly Hills, CA 90212 Tel: (310) 285-1559 Fax: (310) 492-4394 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Manuel Meza, president of general partner. Debtor's List of Its 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Law Offices of Pamela Moser -- $34,825 2664 Lacy Street Los Angeles, CA 90031 Creative Environments of Hollywood -- $30,479 2644 Lacy Street Los Angeles, CA 90031 Hillcock Corporation -- $5,848 2664 Lacy Street Los Angeles, CA 90031 Karga Seven Pictures, LLC -- $4,050 Miller Kaplan Arase & Co., LLCP -- $3,691 David Henry -- $2,685 Allan King -- $1,630 Seri Systems -- $1,294 First Electric, Inc. -- $1,150 Pacific Pond -- $715 Devon Glass & Mirror -- $425 AT&T -- $288 FEI Services -- $75 American Express -- $20 AES EASTERN: Authorized to Sell Two Plants to Lenders ----------------------------------------------------- AES Eastern Energy LP received permission from the bankruptcy judge in Delaware to sell the two operating facilities to secured creditors in exchange for debt. At a court hearing in Wilmington, Judge Kevin Carey signed off on the sale, which rids the AES Corp. unit of its only operating power plants, located in Cayuga and Somerset, N.Y., Bankruptcy Law360 says. Under a deal reached prepetition, the Debtor would turn the two operating facilities over to NewCo, an entity formed by holders of pass- through certificates. The certificate holders have signed a contract to purchase the assets for a partial credit bid equal to $300 million plus $5 million cash and the assumption of liabilities, absent higher and better offers. The deal covers facilities that are currently under a sale leaseback transaction -- the Somerset facility located in Barker New York, and the Cayuga facility in Lansing, New York. The two facilities are the only plants currently in active operation. AES prevailed over opposition and obtained authorization to hold a March 26 auction for the two operating power plants. However, the Debtor cancelled the auction after receiving no competing bids. According to the Motion filed with the Bankruptcy Court, the Debtor's agreement with NewCo, and Deutsche Bank Trust Company Americas, solely in its capacities as Pass Through Trustees and Indenture Trustees on behalf of the Certificate Holders, the aggregate consideration will consist of: i) cash in an amount equal to $5,000,000, subject to (A) upward adjustment by the amount of any Positive Coal/AR Balance, and (B) downward adjustment by the amount of any Negative Coal/AR Balance to be paid at closing; provided, however, to the extent the Negative Coal/AR Balance exceeds $3,750,000, the sellers will pay in cash the amount of the excess to the trustee at closing; plus ii) the assumption at the closing by NewCo of the assumed liabilities from sellers, including the assumption of the obligation to pay to the applicable counterparties of the assumed contracts an amount equal to the determined cure costs payable by NewCo under Section 7.3(c); plus iii) the balance of cash in the depositary accounts as of the Petition Date (approximately $8,500,000), which the parties agree has been made available for the sellers' use as of the settlement approval date (as the term is defined in the settlement agreement); plus iv) the payment by NewCo of the employee bonuses; provided, however, that if the employee bonuses are paid by the sellers before the closing, then NewCo will reimburse the sellers in full for the employee bonuses at closing; plus v) (x) if the closing does not occur on or prior to March 31, 2012 but occurs on or prior to April 30, 2012, additional cash consideration to be paid at closing equal to 50% of the Operating Losses, if any, of sellers for the period from April 1, 2012, through and including the earlier of the closing and April 30, 2012; and (y) if the closing does not occur on or prior to April 30, 2012, additional cash consideration to be paid at closing equal to (i) 50% of the Operating Losses, if any, of sellers for the period from April 1, 2012, through and including April 30, 2012, and (ii) 100% of the Operating Losses, if any, of sellers for the period from May 1, 2012, to the closing Date, in each case in accordance with a budget of expenditures delivered by the sellers to the trustee on or before the seventh calendar day prior to the first calendar day of the next applicable calendar month in form and substance reasonably acceptable to the Trustee and the sellers, which budget will include capital expenditures agreed upon by the trustee and NewCo and sellers' overhead at a market rate to be agreed upon by the sellers, NewCo and the trustee, but not restructuring costs for the period, and be supported by reasonably sufficient detail, which detail may be reasonably requested by the Trustee or NewCo; provided, however, that NewCo will not be obligated to pay any such additional cash consideration if the closing does not occur; plus vi) if, prior to closing, sellers enter into new insurance policies reasonably acceptable to NewCo covering the Purchased Assets and if the insurance policies provide that they are assignable to NewCo, NewCo will reimburse the sellers for the pro rata portion of any insurance premiums that sellers paid to the insurers under such policies prior to closing and that are attributable to the post-closing period. About AES Eastern Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six power plants and sell the electricity generated by those plants into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. AHERN RENTALS: Replies to Noteholders' Exclusivity Opposition ------------------------------------------------------------- BankruptcyData.com reports that Ahern Rentals filed with the U.S. Bankruptcy Court a reply to the noteholders' group's statement regarding the Company's motion for an extension of the exclusive period. The reply explains, "The Court should disregard the Statement when considering relief requested by the Motion. First, though couched as a purportedly neutral 'statement,' the Noteholder Group's Statement fails to contain requisite evidentiary support that would otherwise be required for such an opposition. Local Rule4 9014(d) provides that an 'opposition must set forth all relevant facts and any relevant legal authority. An opposition must be supported by affidavits or declarations that conform to the provisions of subsection (c) of this rule.' While the Noteholder Group cites two declarations filed by the Debtor, the Motion, and one additional stipulation, significant factual assertions and conclusory allegations are unsupported by an appropriate declaration or affidavit . . . Second, the contention in the Noteholder Group's Statement that the Debtor has not engaged in negotiations with the Noteholder Group is factually incorrect . . . Third, to the extent the Noteholder Group has been excluded from any negotiations, such exclusion is the result of their failure to enter into a confidentiality agreement with the Debtor, which circumscribes the amount of information they may receive from the Debtor." As reported in the March 28, 2012 edition of the TCR, Ahern Rentals is asking the Bankruptcy Court for an order extending the 120-day period for filing a plan of reorganization and the 180-day period for securing acceptance of the plan by an additional 120 days, permitting the Debtor to file a plan up to and including Aug. 20, 2012, and allowing the Debtor up to and including Oct. 19, 2012, to obtain plan votes. A hearing on the request is set for April 13, 2012, at 3:00 p.m. The Debtor said that due to the size and complexity of the Debtor, these operational issues have required the lion's share of the time and resources of the Debtor and its professionals. The Debtor said it has commenced discussions with creditor constituencies and has begun formulating a plan of reorganization, but requires additional time so that it may adequately review and analyze its cash flow and operational projections and develop long-term projections for 2014 and 2015; perform a valuation analysis of its business; analyze its executory contracts and leases; and analyze claims against the Debtor, including personal injury claims. The noteholders in their objection stated that a four month- extension is unwarranted. It notes that this chapter 11 case is not a complex 'operational restructuring' but rather a simple 'balance sheet restructuring' that can be accomplished more quickly (and at substantially less administrative cost) than the Debtor claims." About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In its schedules, the Debtor disclosed $485,807,117 in assets and $649,919,474 in liabilities. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. AHERN RENTALS: Committee Wants to Take Part in Plan Formulation --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Ahern Rentals, Inc.'s case filed with the U.S. Bankruptcy Court for the District of Nevada its response to the Debtor's request for exclusivity extensions. The Committee stated that it was surprised and disappointed to learn that it was not among the various creditor constituencies consulted by the Debtor regarding the formulation of its plan of reorganization. The Committee does not believe that any party-in-interest would be prejudiced by the requested extension. However, the Debtor and its constituencies would be adversely affected by a costly and distracting fight over over competing plans, which, in any event, would be premature at this stage in the proceeding. If the Debtor is willing to work cooperatively and collaboratively with the Committee, the Committee believes that a consensual plan can be achieved. As reported in the March 28, 2012, edition of the Troubled Company Reporter, the Debtor is asking the Bankruptcy Court for an order extending the 120-day period for filing a plan of reorganization and the 180-day period for securing acceptance of the plan by an additional 120 days, permitting the Debtor to file a plan up to and including Aug. 20, 2012, and allowing the Debtor up to and including Oct. 19, 2012, to obtain plan votes. A hearing on the request is set for April 13, 2012, at 3:00 p.m. In a separate filing, Goldman Sachs Palmetto State Credit Fund, L.P. and Liberty Harbor Master Fund I, L.P., notified the Court that they do not object to the exclusivity extension sought but reserve and preserve all of their rights under the stipulation. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In its schedules, the Debtor disclosed $485,807,117 in assets and $649,919,474 in liabilities. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. AJ CONCRETE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AJ Concrete Pumping II, Inc. 2323 W. Oxford Ave. Englewood, CO 80110 Bankruptcy Case No.: 12-17032 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: Michael J. Guyerson, Esq. ONSAGER, STAELIN & GUYERSON, LLC 1873 S. Bellaire St., Suite 1401 Denver, CO 80222 Tel: (303) 512-1123 Fax: (303) 942-3502 E-mail: mguyerson@comcast.net Scheduled Assets: $370,401 Scheduled Liabilities: $10,888,898 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob12-17032.pdf The petition was signed by Jeffrey C. Moll, president. AMERICAN WEST: Files Schedules of Assets and Liabilities -------------------------------------------------------- American West Development, Inc., filed with the Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $55,392,951 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $177,506,450 E. Creditors Holding Unsecured Priority Claims $28,300 F. Creditors Holding Unsecured Non-priority Claims $30,960,450 ----------- ------------- TOTAL $55,392,951 $208,495,200 About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. AWDI disclosed $56 million in total assets and $187.9 million in total liabilities as of Jan. 31, 2012. AMERICAN WEST: Claims Bar Date Set for June 29, 2012 ---------------------------------------------------- The deadline for American West Development, Inc.'s creditors to file Proofs of Claim is June 29, 2012, at 5:00 p.m. Claims should be sent to: By First Class Mail: AW Bankruptcy Administration c/o GCG PO Box 9748 Dublin, OH 43017- 5648 - or - By Overnight or Hand Delivery: AW Bankruptcy Administration c/o GCG 5151 Blazer Parkway, Suite A Dublin, OH 43017-9306 About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. AWDI disclosed $56 million in total assets and $187.9 million in total liabilities as of Jan. 31, 2012. ARCAPITA BANK: Bahrainian Banks Named to Creditors' Panel --------------------------------------------------------- Arcapita Bank BSC, the Bahrainian investment bank, has an official unsecured creditors' committee with seven members, including the Central Bank of Bahrain and the National Bank of Bahrain BSC. The newly minted Official Committee of Unsecured Creditors of Arcapita Bank B.S.C.(c), et al. is being represented by: Dennis F. Dunne, Esq. Abhilash M. Raval, Esq. Evan R. Fleck, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: ddunne@milbank.com araval@milbank.com efleck@milbank.com - and - Andrew M. Leblanc, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 1850 K Street, NW, Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 Facsimile: (202) 263-7586 Email: aleblanc@milbank.com Tracy Hope Davis, the United States Trustee for Region 2, under 11 U.S.C. Sec. 1102(a) and (b), appointed seven members to the Committee. The members are: 1. Euroville S.….r.l. 13 rue Edward Steichen, L-2540 Luxembourg Attention: Tim Babich and Pushkar Acharya Fortelus Capital Management 82 Pall Mall London SW1Y SES, United Kingdom Tel.: +44 (0) 20 7389 6150; +44 (0) 20 7389 6151 Fax: +44 (0) 20 7389 6160 E-mail: tbabich@fortelus.com pacharya@fortelus.com 2. National Bank of Bahrain BSC P.O. Box 106 Manama Gov?t Avenue Bahrain Attention: Raveendra Krishnan, General Manager Risk Group Telephone: 17205652 (direct); 17228800, ext. 5652 Fax: 17505203 E-mail: raveendra.krishnan@nbb.com.bh 3. Commerzbank AG Gallusanlage 7 60329 Frankfurt Am Main Germany Telephone: +496913622864 and +496913649229 Fax: +496913629477 E-Mail: joachim.ballerstaedt@commerzbank.com beand.nitche@commerzbank.com 4. VR Global Partners, L.P. 400 Madison Avenue, 15th Floor New York, NY York 10017 Attention: Peter Clateman, Chief Legal Officer Telephone: (646) 571-1870 Fax: (646) 571-1879 E-Mail: pclateman@vrcapital.com 5. Barclays Bank PLC 200 Park Avenue New York, NY 10066 Attention: Amy McClean, Director Telephone: (212) 412-3403 Fax: (212) 412-5660 6. Central Bank of Bahrain P.O. Box 27, Diplomatic Area Manama, Kingdom of Bahrain Attention: Mr. Ashley Freeman Mr. Khalid Hamad, Executive Director Telephone: +973 17547531 E-Mail: ashley@cbb.gov.bh 7. Arcsukuk (2011-1) Limited c/o BNY Mellon Corporate Trustee Services Limited One Canada Square London, E145AL. United Kingdom Attention: Zaira Jehangir, Vice President Telephone: +44 2079644981 E-Mail: zairajehangir@bnymellon.com About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG, Inc., as notice and claims agent. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group currently has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios. The Debtors, however, have been unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. ASSURANT INC: Moody's Issues Summary Credit Opinion --------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Assurant, Inc. and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Assurant, Inc. Moody's current ratings on Assurant, Inc. are: Long Term Issuer Rating (domestic currency) ratings of Baa2 Senior Unsecured (domestic currency) ratings of Baa2 Senior Unsecured Shelf (domestic currency) ratings of (P)Baa2 Subordinate Shelf (domestic currency) ratings of (P)Baa3 Preferred Shelf (domestic currency) ratings of (P)Ba1 Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba1 Commercial Paper (domestic currency) ratings of P-2 Ratings Rationale Assurant, Inc. (Assurant; NYSE: AIZ), with senior debt rated Baa2 (stable outlook), is an insurance holding company that offers traditional and specialized life insurance, property and casualty insurance, and related products through its domestic and foreign insurance and non-insurance subsidiaries. In the U.S., Assurant's operations have leading market positions in a number of niche product offerings, including lender-placed homeowners insurance, extended service contracts and warranties, and credit life insurance. The company also offers preneed funeral insurance, individual and small group health insurance, and small group employee benefits. On a consolidated basis, roughly 60% of the company's revenue stems from property and casualty products and warranty/service contracts, with the remainder coming from life and health products. Over the next few years, there is a high likelihood that the percentage contribution from the P&C group will grow, and the contribution from the life and health group will decline, given healthcare reform and questions regarding the long term viability of a number of Assurant's health care related products in a changing regulatory environment. Parent company Assurant Inc.'s Baa2 senior debt rating is three notches below the A2 IFS ratings of Assurant's lead property and casualty companies, and two notches below the A3 IFS ratings of its lead life and health companies. Given uncertainties at the organization's health insurance subsidiaries, due to the need to navigate through a quickly changing health insurance regulatory landscape, Moody's considers the property and casualty operation, along with the life insurance operations that are less impacted by healthcare reform, to be the primary supporters of Assurant's debt obligations over the medium term. For 2011 approximately 53% of the consolidated organization's statutory capital is within the group's P&C operations, and about 47% in the group's life and health operations. Rating Outlook On February 24, 2012, Moody's changed the outlook for Assurant, Inc. to stable from negative, reflecting declining risk that the parent will be negatively impacted by ongoing volatility and uncertainty in the health insurance market as a result of healthcare reform. In the same rating action, Moody's changed the outlook for two of the group's life insurance subsidiaries -- Union Security Insurance Company (USIC), and American Bankers Life Assurance Company of Florida (ABLAC) -- to stable from negative. Moody's continues however to maintain a negative outlook on two health insurance subsidiaries -- John Alden Life Insurance Company (JALIC), and Time Insurance Company (TIC) -- to reflect the higher level of exposure these two units have to negative changes and challenges brought about by healthcare reform. The outlook on Assurant's property & casualty units remain stable. What Could Change the Rating - Up - An upgrade of the insurance financial strength ratings of the company's lead U.S. life insurance or property and casualty insurance subsidiaries - Reduced catastrophe exposure in the group's P&C operations - Life RBC ratios greater than 300% - Consolidated financial leverage below 20% What Could Change the Rating - Down - A downgrade of the insurance financial strength ratings of the company's lead U.S. life insurance or property and casualty insurance subsidiaries - Catastrophe or investment losses in excess of expectations (e.g. more than 10% of surplus) - Earnings coverage below 5x - Consolidated financial leverage exceeding 30% - Material reduction in parent company liquid resources (i.e. below $500 million) The methodologies used in this rating were Moody's Global Rating Methodology for Life Insurers published in May 2010, Moody's Global Rating Methodology for Property and Casualty Insurers published in May 2010, and Short-Term Prime Ratings published in June 2010. AUTOTRADER.COM: S&P Rates $200 Million Term Loan 'BB+' ------------------------------------------------------ Standard & Poor's Ratings Services assigned Atlanta, Ga.-based AutoTrader.com Inc.'s $200 million term loan A-2 its 'BB+' issue- level rating. "We also assigned this debt a recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "In addition, we affirmed our existing issue-level ratings on the company's debt. This includes our 'BB+' rating on Autotrader.com's revolver, following the company's proposed $200 million upsizing to the facility. The '3' recovery rating on this debt also remains unchanged," S&P said. "At the same time, we revised our rating outlook on the company to negative from stable, while affirming our 'BB+' corporate credit rating on the company," S&P said. "The pro forma capital structure consists of a $450 million term loan A due 2015, a $200 million term loan A due 2017, a $400 million term loan B due 2016, and a $400 million revolving credit facility due 2015. The company plans to use $200 million of its incremental revolver, along with proceeds from the $200 million term loan A due 2017, to fund the $400 million dividend to shareholders, including Cox Enterprises Inc. (BBB/Stable/A-2), and Providence Equity Partners LLC," S&P said. "The ratings affirmation reflects our expectation that AutoTrader.com will continue to grow at a moderate pace over the near-to-intermediate term, supporting a gradual reduction of leverage. We expect the company to reduce debt to EBITDA over the near-to-intermediate term, barring a significant acquisition or additional debt-funded dividends, as a result of EBITDA growth and modest debt repayment. The negative outlook reflects a contraction in the cushion against EBITDA declines under the total debt leverage financial covenant. Under the proposed transaction, we expect the cushion to narrow to around 15%, from 30% at the end of the 2011 third quarter. The outlook revision also incorporates our view of increased financial risk stemming from management's more aggressive financial policy, reducing the company's financial flexibility," S&P said. "The company's leading market share, strong brand, and high conversion of EBITDA into discretionary cash flow support our view that the company's business risk profile is 'fair,'. We assess AutoTrader.com's financial profile as 'aggressive' because of its acquisitive growth strategy in the highly competitive online auto advertising industry, which has low barriers to entry," S&P said. "We continue to factor into the rating implied support from Cox Enterprises Inc., which maintains operating control. We would rate AutoTrader.com in the 'BB' category on a stand-alone basis. While we do not view the AutoTrader.com debt as Cox obligations, given the significant value of its ownership position, we believe that Cox has incentives to provide some degree of credit support to AutoTrader.com," S&P said. "AutoTrader.com is the world's largest automotive classifieds marketplace and consumer information Web site. Its business is subject to intense competition in the online automotive classifieds market from other online sites, as well as traditional print and newspaper classified advertising. AutoTrader.com's concentration of earnings from this market and some cyclicality in the business are also key risks. Although the company has benefited from the shift in advertising toward online platforms and away from print, traditional media still captures the majority of automotive advertising. AutoTrader.com generates roughly 65% of its revenues from auto dealers, largely from relatively stable monthly subscriptions. The next largest source of AutoTrader.com's revenue is Kelley Blue Book (accounting for 14% of revenues), which provides vehicle pricing information and operates KBB.com. The company has a diverse revenue stream, with no client accounting for more than 2% of revenues, and a strong EBITDA margin that we expect will remain steady, if not expand," S&P said. "For 2012, we expect revenue and EBITDA to grow 10% or more, reflecting growth across all segments. We estimate high-single- digit percentage growth in dealer sales as a result of 2%-3% growth in dealer penetration and an increase in revenue per dealer from the sale of additional services. We also forecast double- digit growth rates at the Kelley Blue Book and vAuto business segments related to new product offerings, increased advertising rates, additional page views, and some cross-selling opportunities with the core Autotrader business. We believe the EBITDA margin will remain around 29%, but that it could potentially expand slightly because of the company's operating leverage," S&P said. BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 12.3% Equity Stake ----------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Austin W. Marxe and David M. Greenhouse disclosed that, as of March 30, 2012, they beneficially own 1,140,000 shares of common stock of Bakers Footwear Group, Inc., representing 12.3% of the shares outstanding. As previously reported by the TCR on March 13, 2012, Messrs. Marxe and Greenhouse reported beneficial ownership of 1,640,000 common shares or 17.6% equity stake. A copy of the amended filing is available for free at http://is.gd/bmowBv About Bakers Footwear St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB) is a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. The Company's merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. The Company currently operates 231 stores nationwide. Bakers' stores focus on women between the ages of 16 and 35. Wild Pair stores offer fashion-forward footwear to both women and men between the ages of 17 and 29. The Company reported a net loss of $14.33 million on $131.51 million of net sales for the 39 weeks ended Oct. 29, 2011, compared with a net loss of $14.46 million on $127.39 million of net sales for the 13 weeks ended Oct. 30, 2010. The Company reported a net loss of $9.29 million in fiscal year ended Jan. 29, 2011, following a net loss of $9.08 million in fiscal year ended Jan. 30, 2010. The Company's balance sheet at Oct. 29, 2011, showed $47.12 million in total assets, $67.16 million in total liabilities and a $20.04 million total shareholders' deficit. As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt about Bakers Footwear's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses from operations in recent years and has a significant working capital deficiency. Bankruptcy Warning The Company noted in the Form 10-K for the fiscal year ended Jan. 29, 2011, that its ability to maintain and ultimately improve its liquidity position is highly dependent on sustaining the positive sales trends that began in June 2008 and have continued through April 2011. Comparable store sales for the last three quarters of fiscal year 2008 increased 4.7% and its comparable store sales for fiscal years 2009 and 2010 increased 1.3% and 1.7%, respectively. Through the first 12 weeks of fiscal year 2011 comparable stores sales increased 10.1%. The Company noted that net losses in recent years have negatively impacted its liquidity and financial position. As of Jan. 29, 2011, it had negative working capital of $8.7 million, unused borrowing capacity under our revolving credit facility of $3.1 million, and a shareholders' deficit of $6.0 million. The Company stated, "If positive sales trends do not continue, or if we were to incur significant unplanned cash outlays, it would become necessary for us to obtain additional sources of liquidity, or take additional cost cutting measures. Any future financing would be subject to our financial results, market conditions and the consent of our lenders. We may not be able to obtain additional financing or we may only be able to obtain such financing on terms that are substantially dilutive to our current shareholders and that may further restrict our business activities. If we cannot obtain needed financing, our operations may be materially negatively impacted and we may be forced into bankruptcy or to cease operations and you could lose your investment in the Company." BEACON POWER: Brown Rudnick Settles $6.6-Mil. Ch. 11 Fee Fight -------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that Brown Rudnick LLP and others representing Beacon Power Corp. in its bankruptcy cut a deal Wednesday with the U.S. government on a disputed $6.6 million professional fee tab, clearing the way for the company to dismiss its Chapter 11 case. Law360 relates that at a hearing in Delaware, Beacon told U.S. Bankruptcy Judge Kevin J. Carey that the company's advisers had backed off from a portion of the requested fees to appease the U.S. Department of Energy, the company's sole secured creditor. About Beacon Power Beacon Power Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011, in Delaware. Brown Rudnick and Potter Anderson & Corroon serve as the Debtors' counsel. Beacon disclosed assets of $72 million and debt totaling $47 million, including a $39.1 million loan guaranteed by the U.S. Energy Department. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the DoE loan. The Debtors tapped Miller Wachman, LLP as auditors, Pluritas, LLC as intellectual property advisors, CRG Partners Group LLC as financial advisors. Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared Chapter 11 bankruptcy on Sept. 6, 2011. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed four unsecured creditors to serve on the Official Committee of Unsecured Creditors of Beacon Power. Affiliates that simultaneously sought Chapter 11 protection are Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and Stephentown Regulation Services LLC (Bankr. D. Del. Case No. 11-13452). Beacon Power in February received authorization from the Bankruptcy Court in Delaware to sell the business to Rockland Capital LLC. The buyer is paying $30.5 million, including a note for $25 million and $5.5 million in cash. In addition, The Woodlands, Texas-based Rockland is giving the U.S. Energy Department $6.6 million in guarantees and undertakings to provide funding. BEAZER HOMES: Deutsche Bank Ceases to Hold 5% Equity Stake ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Deutsche Bank AG disclosed that, as of March 30, 2012, it beneficially owns 2,708,090 shares of common stock of Beazer Homes USA Inc. representing 3.55% of the shares outstanding. As reported by the TCR on Feb. 15, 2012, Deutsche Bank reported beneficial ownership of 5,968,274 common shares or 7.71% equity stake. A copy of the amended filing is available for free at http://is.gd/hijDBv About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion in total assets, $1.67 billion in total liabilities, and $200.38 million in total stockholders' equity. * * * Beazer carries (i) a 'B-' issuer credit rating, with "stable" outlook, from Standard & Poor's, (ii) 'Caa2' probability of default and corporate family ratings from Moody's, and (iii) 'B-' issuer default rating, with stable outlook, from Fitch Ratings. Fitch said in November 2010 that the ratings and Outlook for Beazer reflect the company's healthy liquidity position, improved capital structure as well as the challenges still facing the housing market. Fitch expects existing home sales will decline 7.5% in 2010 and increase 6% in 2011. S&P said that although Beazer's business and liquidity profiles have improved, S&P doesn't anticipate raising its ratings on the company over the next 12 months because S&P expects costs associated with the company's heavy debt load will weigh on profitability. As reported by the TCR on March 13, 2012, Moody's Investors Service updated the credit opinion for Beazer Homes USA, Inc. Moody's assigned a Corporate Family Rating of Caa2 and Probability of Default Rating of Caa2 for Beazer Homes. The Caa2 corporate family rating reflects Moody's expectation that Beazer's operating and financial performance, while improving modestly, will remain weak over the next two years. BELLWOOD AVENUE: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bellwood Avenue, LLC 1900 Eastwood Road, Suite 10 Wilmington, NC 28403 Bankruptcy Case No.: 12-02739 Chapter 11 Petition Date: April 9, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $2,800,170 Scheduled Liabilities: $3,236,064 A copy of the Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb12-02739.pdf The petition was signed by Joel Tomaselli, member-manager of Porch Partners, LLC, manager. Affiliates that previously filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- John A. Elmore, II 11-05900 08/02/11 Lionel L. Yow 11-06011 08/05/11 Swartville, LLC 11-08676 11/14/11 BERNARD L. MADOFF: Trustee Shelves Appeal Over UniCredit Dismissal ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee liquidating Bernard L. Madoff Investment Securities Inc. put on ice for a year his appeal from the decision by a district judge dismissing most of a $59 billion suit against UniCredit SpA and subsidiary UniCredit Bank Austria AG. According to the report, Irving Picard, the Madoff trustee, withdrew his appeal from the Feb. 22 dismissal of most of the suit. Mr. Picard has the right to reinstate the appeal by April 6, 2013. The report notes that withdrawal of the appeal allows Mr. Picard to proceed with appeals in other cases against banks where the circuit court will rule on the same issues that led to dismissal of the UniCredit claims. Should the trustee prevail in the other cases, he can reinstitute his UniCredit appeal. In the suit, the Madoff trustee contends that Bank Medici AG and Sonja Kohn, its founder, worked hand in hand with Madoff going back at least until the mid-1980s. UniCredit and its affiliates, according to the trustee's complaint, were part of the scheme for funneling money into the Madoff firm through feeder funds. The UniCredit case in bankruptcy court is Picard v. Kohn, 10- 05411, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The UniCredit case in district court is Picard v. Kohn, 11-1181, U.S. District Court, Southern District of New York (Manhattan). The UniCredit appeal in the Court of Appeals is Picard v. Kohn, 12-1106, 2nd U.S. Circuit Court of Appeals (Manhattan). HSBC Suit Mr. Rocelle also reports that after HSBC Bank Plc persuaded a district judge to dismiss the largest part of the lawsuit brought by Mr. Picard, the judge sent the remainder of the case back to bankruptcy court. At the end of March, HSBC filed papers requesting that the remainder of the suit, involving claims that the bank received stolen customer money through so-called feeder funds, should be taken upstairs once again to district court. Previously, HSBC prevailed on U.S. District Judge Jed Rakoff to take the case out of bankruptcy court on the claims that were dismissed. The bank contends that Judge Rakoff has withdrawn other lawsuits from bankruptcy court similarly involving feeder funds. HSBC says the remainder of the suit deals with non-bankruptcy federal laws that must be decided in district court. The HSBC suit in bankruptcy court is Picard v. HSBC Bank Plc., 09-01364, U.S. Bankruptcy Court, Southern District New York (Manhattan). The HSBC suit in U.S. District Court is Picard v. HSBC Bank Plc, 11-763, U.S. District Court, Southern District of New York (Manhattan). The appeal in the court of appeals is 11-05175, U.S. Court of Appeals (Manhattan). 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. BIOLIFE SOLUTIONS: Incurs $1.9 Million Net Loss in 2011 ------------------------------------------------------- BioLife Solutions filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.95 million on $2.75 million of total revenue in 2011, compared with a net loss of $1.98 million on $2.08 million of total revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.66 million in total assets, $12.84 million in total liabilities and a $11.18 million total shareholders' deficiency. For 2011, Peterson Sullivan LLP, in Seattle, Washington, expressed substantial doubt about BioLife Solutions' ability to continue as a going concern. The independent auditors noted that the Company has been unable to generate sufficient income from operations in order to meet its operating needs and has an accumulated deficit of approximately $54 million at Dec. 31, 2011. A copy of the Form 10-K is available for free at: http://is.gd/0g3Ohv About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc. develops and markets patented hypothermic storage and cryopreservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BIOVEST INTERNATIONAL: To Seek Marketing Approval for BiovaxID -------------------------------------------------------------- Biovest International, Inc., a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc., is seeking marketing approval in Canada for BiovaxID, its personalized cancer vaccine for the treatment of follicular non-Hodgkin's lymphoma, an incurable cancer of the immune system. Biovest plans to file a New Drug Submission later this year with Health Canada, the Agency responsible for approving drugs in Canada. If approved, BiovaxID would represent the world's first cancer vaccine available for lymphoma patients. Biovest based its decision to pursue Canadian marketing approval following a formal pre-filing advisory meeting with Health Canada?s Biologics and Genetic Therapies Directorate. The meeting with the BGTD included a comprehensive presentation of the three BiovaxID clinical trials conducted as part of a nearly decade-long collaboration with the U.S. National Cancer Institute. The data review included long-term outcomes from two Phase II clinical studies and a controlled, randomized, double-blinded, multi-center Phase III clinical trial. In addition to Company representatives, the BGTD received presentations from two key lymphoma opinion leaders, Larry W. Kwak, M.D., Ph.D., Chairman of the Department of Lymphoma/Myeloma and Associate Director of the Center for Cancer Immunology Research at the University of Texas MD Anderson Cancer Center and Neil L. Berinstein, M.D., Professor of Medicine, University of Toronto and Director of Translational Research, Ontario Institute for Cancer Research. Carlos F. Santos, Ph.D., Biovest's Senior Vice President, Product Development & Regulatory Affairs stated, "Our meeting with Canada's BGTD confirms the comprehensive and robust nature of our clinical data including data from three long-running clinical trials. Importantly, our studies provide a substantial body of evidence of vaccine safety and efficacy, including the first randomized vaccine trial to show benefit in lymphoma and demonstrate that BiovaxID provides patients with an effective and highly-safe vaccination option to complement current treatment options. At the meeting, the BGTD supported the filing of an NDS with Health Canada seeking marketing approval for BiovaxID, thus validating more than 15-years of committed, diligent work conducted by Biovest and the NCI. Accordingly, we continue to move forward with preparations for the future product launch and commercialization assuming we obtain an approval decision for the Canadian market." According to M.D. Anderson's Dr. Kwak, "An urgent need exists for improved post-chemotherapy consolidation therapies for patients with follicular lymphoma. While combination rituximab- chemotherapy regimens available today often induce tumor remissions in the early stages of treatment, these remissions seldom last; most patients relapse within years after discontinuing treatment. Moreover, upon relapse, the eventual development of resistant disease means this disease remains incurable. With BiovaxID, we hope to offer patients a non- immunosuppressive vaccine to consolidate the benefits achievable with modern induction therapy, and in doing so spare them the toxicities and relapses common to lymphoma today." In 2010, Dr. Kwak was the first active MD Anderson faculty member to be named to TIME Magazine's "TIME 100" annual list of the 100 most influential people in the world for his contributions to the advancement of cancer vaccines. Dr. Berinstein, who formerly led the development of cancer vaccines at Sanofi Pasteur, commented on how BiovaxID might be perceived if approved in Canada, "When patients are diagnosed with lymphoma, by definition, their malignant cells have 'escaped' the immune system, but by creating a customized vaccine using a target protein exclusively expressed on the cancerous cells, we can add another powerful agent to existing treatment regimens. I'm impressed with the BiovaxID study results to date, and I believe Canadian patients and physicians will embrace a highly safe and effective personalized vaccine approach that recruits the patient's own immune system to engage in the fight against lymphoma." The decision to proceed with an NDS filing in Canada is a significant step in Biovest's worldwide regulatory strategy. Following the positive meeting result in Canada, Biovest is in the process of conducting other clinical pre-filing meetings in various jurisdictions including with European authorities, the U.S. FDA and potentially other countries as part of the Company's global commercialization plan for BiovaxID. Biovest's President & CEO, Samuel S. Duffey, added, "It is 100% certain that Biovest will seek marketing approval in Canada, which represents a significant potential market opportunity for BiovaxID. Based on the feedback from Health Canada, we have confidence in our ongoing worldwide regulatory strategy to seek marketing approvals in multiple countries, supported by a compelling body of evidence demonstrating the safety and efficacy of BiovaxID." About Biovest International Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study, demonstrating evidence of safety and efficacy for the treatment of indolent follicular non-Hodgkin's lymphoma. Headquartered in Tampa, Florida, with its bio-manufacturing facility based in Minneapolis, Minnesota, Biovest is publicly- traded on the OTCQB(TM) Market with the stock-ticker symbol "BVTI", and is a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc. (OTCQB: "ABPI"). Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on Nov. 10, 2008. Biovest emerged from Chapter 11 protection, and its reorganization plan became effective, on Nov. 17, 2010. CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred cumulative net losses since inception of approximately $161 million and cash used in operating activities of approximately $4.6 million during the two years ended Sept. 30, 2011, and had a working capital deficiency of approximately $2.2 million at Sept. 30, 2011. The Company reported a net loss of $15.28 million on $3.88 million of total revenue for the year ended Sept. 30, 2011, compared with a net loss of $8.58 million on $5.35 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $5.27 million in total assets, $38.90 million in total liabilities, and a $33.63 million total stockholders' deficit. C&E HOLDINGS: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: C&E Holdings, LLC 10511 Jackman Temperance, MI 48182 Bankruptcy Case No.: 12-49084 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Leon N. Mayer, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 E-mail: lnmayer@schaferandweiner.com Scheduled Assets: $1,223,749 Scheduled Liabilities: $2,896,783 A copy of the Company's list of its three largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-49084.pdf The petition was signed by Earl D. Cornprobst, member. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Cheryl A. Cornprobst 11-64918 09/21/11 Earl D. Cornprobst 11-64917 09/21/11 Heritage Animal Hospital, Inc. CALAIS RESOURCES: Brigus Demands Payment of $10.8 Million --------------------------------------------------------- Calais Resources Inc. received a default notice dated March 22, 2012, from Brigus Gold Corporation pursuant to (i) the Forbearance Agreement dated Jan. 15, 2011, (ii) the Extension Agreement dated June 8, 2011, and (iii) the Promissory Notes referenced in the Forbearance Agreement and Extension Agreement. The Promissory Notes are secured by the Company's Colorado assets. Brigus has demanded payment of all principal, interest and fees, which total $10,825,952, by 5:00 p.m. (Halifax, Nova Scotia time) on March 29, 2012. The Company is uncertain of the outcome at this time. About Calais Resources Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets: CAAUF) is an exploration and development company and owns and operates the Cross/Caribou gold and silver mine operations in Colorado and the White Caps mine operation in Manhattan, Nevada. The company is currently in the initial stages for reviewing the reopening of the fully permitted Cross Mine which includes planning to resume underground exploration activities in Colorado and surface exploration in Nevada. The Company reported a net loss of $2.11 million on $76,023 of revenue for the six months ended Nov. 30, 2011, compared with a net loss of $802,748 on $0 of revenue for the same period a year ago. The Company's balance sheet at Nov. 30, 2011, showed $254,931 in total assets, $12.44 million in total liabilities and a $12.18 million total shareholders' deficit. CANO PETROLEUM: Can Use Prepetition Lenders' Cash Collateral ------------------------------------------------------------ Judge Barbara J. Houser has authorized Cano Petroleum Inc. and its debtor-affiliates to use cash collateral securing obligations to their prepetition secured lenders on a final basis, and provide the lenders with adequate protection. Each Pre-Petition Secured Lender is entitled to adequate protection of its interests in the Pre-Petition Collateral solely for the diminution in value of the Pre-Petition Collateral. As adequate protection to the Pre-Petition Secured Lenders for the aggregate Diminution in Value, the Pre-Petition Secured Lenders are granted: A. Adequate Protection Liens: To the extent of any Diminution of Value, the Pre-Petition Secured Lenders will have valid and perfected additional and replacement security interests in all of the Debtors' assets as Adequate Protection Collateral. B. Superpriority Claims: To the extent of any Diminution of Value, the Pre-Petition Secured Lenders will have an allowed Superpriority administrative expense claim. The Superpriority Claims will, subject to the Carve-Out, be allowed claims against the Debtors with priority over all administrative expenses and all other claims against the Debtors. C. Ad Valorem Taxes: All Adequate Protection Liens and Superpriority Claims are subject to the payment of any outstanding ad valorem property taxes. All liens and claims of the Pre-Petition Secured Lenders will be subject to the Carve-Out, in an aggregate amount not to exceed $250,000. As reported by the Troubled Company Reporter on March 22, 2012, the Debtors owe $60,556,864 under a senior credit facility with Union Bank of California as administrative agent and issuing lender; and $16,567,376 under a junior credit facility with with UnionBanCal Equities, Inc. as administrative agent and issuing lender. The Senior Secured Lenders and the Junior Secured Lenders assert that as of the Petition Date they held valid, enforceable, and allowable claims. The Debtors require use of the Cash Collateral to fund, among other things, their cash requirements for ordinary course business operations and maintain the value of their bankruptcy estates as they pursue the sale of their business. The Lenders have agreed to the cash use. About Cano Petroleum Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas- based energy producer with properties in the mid-continent region of the United States, filed for Chapter 11 bankruptcy (Bank. N.D. Tex. Lead Case No. 12-31549) on March 7, 2012. Other affiliates also sought bankruptcy protection: Cano Petro of New Mexico, Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc., W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O. Production Company, Ltd., and WO Energy, Inc. The cases are jointly administered. The Debtors filed for bankruptcy to pursue a sale under a joint plan of reorganization filed on the petition date. Cano Petroleum have entered into a Stalking Horse Stock Purchase Agreement with NBI Services Inc., pursuant to which NBI would purchase all of the shares of common stock that would be issued by Reorganized Cano under the Plan for $47.5 million. The deal is subject to higher and better offers and a possible auction. The petitions were filed by James R. Latimer, III, chief executive officer. Judge Barbara J. Houser oversees the case. The Debtors are represented by lawyers at Thompson & Knight LLP, in Dallas Texas. Cano Petroleum's consolidated balance sheet at Sept. 30, 2011, showed $63.37 million in total assets, $116.25 million in total liabilities, and a $52.88 million total stockholders' deficit. In schedules filed with the Court, Cano Petroleum listed $1.16 million in assets and $82.5 million in liabilities. Union Bank of California, the administrative agent and issuing lender under the Debtors' prepetition senior credit facility; and UnionBanCal Equities, Inc., the administrative agent and issuing lender, under the junior credit facility, are represented by: William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP. CASCADE BANCORP: Leadership Looks Ahead for 2012 ------------------------------------------------ Cascade Bancorp filed its 2011 annual report on Form 10-K with the U.S. Securities and Exchange Commission. For the year ended Dec. 31, 2011, Cascade Bancorp recorded a net loss of $47.3 million compared to a net loss of $13.7 million in 2010. The 2011 loss was primarily due to a loan loss provision of $75.0 million for the year, $54.0 million of which related to the bulk sale of $110.0 million of mainly non-performing and substandard loans in September 2011. The objective of the bulk sale was to improve the risk profile of the Company's loan portfolio, thereby positioning the Company for a stronger future. As of Dec. 31, 2011, Cascade Bancorp's wholly owned subsidiary, Bank of the Cascades, had regulatory capital ratios in excess of 'well capitalized' regulatory benchmarks, and at the same time maintained a reserve for loan losses at over $43 million or 4.89% of gross loans; a level among the highest for community banks in the West. "The year 2011 ushered in a time of transition for the banking industry as well as for our company," said Zink. "As we enter our 35th year, I believe that we are moving into a position of strength. We believe that, for the most part, the credit problems in our loan portfolio have been identified and addressed. This enables us to return Cascade to its top priority of putting local deposits to work in the communities we serve in the form of business and consumer loans, including mortgages. This is our opportunity to further enhance the vitality of the markets we serve," he added. According to Zink, the Bank's experienced lenders are aggressively pursuing new opportunities to provide quality credit to help businesses expand, foster job creation, give individuals and families better purchasing power, and drive the economic engines of communities in Central and Southern Oregon, Portland, Salem and Idaho. "I believe we have the best combination of talent, local knowledge, expertise, passion and determination to accomplish our lending goals," said Zink. Earlier this year, Zink announced a pledge to lend $1 billion over the next three years to support the economic vitality of the Bank's local communities and customers. When Zink made the pledge, he said, "Bank of the Cascades is a community bank and the success or failure of our bank resides in the success or failure of the communities we serve." About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the bank's balance sheet showed $2.088 billion in assets. CDC CORP: Court Approves Settlement Deal With Evolution ------------------------------------------------------- Bankruptcy Judge Paul W. Bonapfel has approved a settlement between CDC Corp. and secured creditor Evolution Master Fund Ltd. Bill Rochelle, the bankruptcy columnist for Bloomberg News, relates that the the Debtor agreed to pay $71.35 million to Evolution and others in satisfaction of a judgment that led in part to the Chapter 11 filing in October. The March 28, 2012 edition of the Troubled Company Reporter reported the terms of the settlement agreement. Prior to Debtor's bankruptcy filing, on Dec. 18, 2009, Evolution CDC SPV Ltd., Evolution Master Fund Ltd., SPC, Segregated Portfolio M and E1 Fund Ltd. filed suit against the Debtor in the Supreme Court of the State of New York, County of New York, alleging default under the 3.75% Senior Exchangeable Convertible Notes due November 2011 and demanding payment of the remaining principal portion of the Notes held by Evolution, together with accrued, retroactive, and default interest. On June 28, 2011, the New York Court granted Evolution's motion for summary judgment against Debtor in the Evolution Action, and the New York Court subsequently entered judgment against Debtor and in favor of Evolution. The Debtor has appealed the Evolution Judgment. In general, the settlement provides as: A. the Debtor may pay and satisfy in full the Evolution Judgment by paying the Settlement Amount which is the sum of $65,356,061 plus pre and post judgment interest at the rate $32,230 per day, less a Discount. The discount is $2,100,000, if payment is made to Evolution on or before Oct. 31, 2012. The discount will equal $100,000, if payment is made to Evolution after Oct. 31, 2012. B. the Settlement Date will be the day the Approval Order is entered. Effective upon the Settlement Date, the Debtor on behalf of itself and its past and present officers, directors, principals, agents, representatives and subsidiaries, and the Estate, releases, acquits, and forever discharges the Evolution Parties and others, from acts of commission or omission of the Evolution Parties existing or occurring prior to the date of the Settlement Agreement and which arise from, are related to, are based upon, or are connected with the Evolution Litigation or the Bankruptcy Case. C. The Evolution Parties covenant and agree not to institute any cause of action against the Estate, except that a proof of claim may be filed on the Evolution Judgment. D. Evolution will have an allowed claim in the Bankruptcy Case in the Settlement Amount for all purposes, including voting and payment. E. Not later than 10 days after entry of the Approval Order, Debtor will dismiss or cause to be dismissed with prejudice, the Appeal and the CDC Action. About CDC Corp. Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. The Official Committee of Equity Security Holders of CDC Corporation is represented by Troutman Sanders. The Committee tapped Morgan Joseph TriArtisan LLC as its financial advisor. In March 2012, CDC Corp. won approval to sell its 87% stake in CDC Software Inc. to Vista Equity Partners affiliate Archipelago Holdings Inc. for nearly $250 million. CENTRAL CONCRETE: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Central Concrete Pumping, Inc. 2323 West Oxford Avenue Englewood, CO 80110 Bankruptcy Case No.: 12-17031 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Michael J. Guyerson, Esq. ONSAGER, STAELIN & GUYERSON, LLC 1873 S. Bellaire St., Ste. 1401 Denver, CO 80222 Tel: (303) 512-1123 Fax: (303) 942-3502 E-mail: mguyerson@comcast.net Scheduled Assets: $9,781,509 Scheduled Liabilities: $16,658,972 A copy of the Company's list of its three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob12-17031.pdf The petition was signed by Jeffrey C. Moll, president. CENVEO CORP: Moody's Says Downsized Notes Issue No Rating Impact ---------------------------------------------------------------- Moody's Investors Service said that Cenveo Corporation's downsized senior unsecured notes issue, to $225 million from $450 million with part of the $225 million decrement filled by way of an unrated $75 million senior unsecured convertible notes issue, would be rated at the same Caa2 level as was initially contemplated when the transaction was launched. In addition, since the reduced aggregate transaction size resulted in $150 million of Caa2-rated senior subordinated notes due December, 2013 to remain outstanding, and as related refinance risks were the primary reason for the ratings outlook to be negative, the outlook remains unchanged. All other ratings remain unchanged and were affirmed, including the company's B3 corporate family rating (CFR) and B3 probability of default rating (PDR), the Ba3 senior secured credit facility rating, the B3 rating for its second lien notes issue and the Caa2 rating of the $150 million residual of its senior subordinated notes. As a purely administrative matter, since Cenveo Inc. is a publicly traded holding company that owns 100% of Cenveo Corporation and guarantees all of Cenveo Corporation's debts and as all financial information is in the name of Cenveo Inc., the CFR, PDR, SGL rating and ratings outlook were moved to Cenveo Inc. from Cenveo Corporation. In addition, ratings for debt issues retired by way of recent tender offers (10.5% Senior Unsecured Global Notes due 08/15/2016 and USD 8.375% Sr. Sub. Global Notes due 06/15/2014) were withdrawn. The following summarizes Cenveo's ratings and the rating actions: Issuer: Cenveo Corporation Senior Unsecured Regular Bond/Debenture, Affirmed at Caa2 with the LGD assessment revised to (LGD5, 79%) from (LGD5, 82%) Corporate Family Rating, Affirmed at B3 (and moved to Cenveo Inc.) Probability of Default Rating, Affirmed at B3 (and moved to Cenveo Inc.) Speculative Grade Liquidity Rating, Unchanged at SGL-3 (and moved to Cenveo Inc.) Outlook, Affirmed as Negative (and relocated to Cenveo Inc.) Senior Secured Bank Credit Facility, Affirmed at Ba3 (LGD2, 14%) Senior Secured Second Lien Notes, Affirmed at B3 with the LGD assessment revised to (LGD3, 45%) from (LGD3, 46%) Senior Subordinated Regular Bond/Debenture, Affirmed at Caa2 with the LGD assessment revised to (LGD6, 93%) from (LGD5, 89%) Ratings Rationale Cenveo's B3 ratings result primarily from limited debt repayment capacity that stems from the inter-relationship of significant interest expense resulting from elevated financial leverage along with industry-specific systemic issues that limit growth prospects and suppress operating margins. With EBITDA margins of only 10%- to-12% and with interest expense amounting to some 60% of EBITDA, cash flow from operations is a relatively weak proportion of revenues (all figures incorporate Moody's standard adjustments). The rating draws support from the company's very low capital intensity. However, while low capital intensity can be a positive feature as it facilities free cash flow generation, Moody's thinks low capital intensity results more from poor return prospects that cause capital rationing than from asset productivity gains. The poor return arithmetic, in turn, stems from the secular decline of core printing activities and Moody's thinks that operational risks are increasing over time. As well, visibility of forward activity levels is opaque and the timing and magnitude of future growth (or secular decline) is highly uncertain. Moody's anticipates only modest top-line growth and expect little in the way of margin expansion. With that and given the correlation of results with general economic conditions, liquidity is an important consideration. Cenveo maintains adequate liquidity. Rating Outlook Uncertainties related to refinance activities and Cenveo's ability to access appropriate amounts of junior capital on a timely and cost-effective basis, combined with ongoing business risks and a still over-leveraged capital structure, cause the rating outlook to be negative. What Could Change the Rating - Up Moody's would consider an upgrade if TD/EBITDA leverage were expected to be reduced to 6.0x or lower on a sustained basis and positive free cash flow were expected to be sustained at approximately 5% of total debt (in both case, incorporating Moody's standard adjustments). A rating upgrade would also have to involve assurance of solid liquidity arrangements, an absence of near-term refinance risks, improved industry fundamentals, and a somewhat stabilized business platform. What Could Change the Rating - Down Since potential default risk increases as the refinance window shrinks, a lack of progress in refinancing near term debt maturities may provide a catalyst for near term ratings actions. In addition, Moody's would consider Cenveo's ratings for potential downgrade if free cash flow generation was expected to be minimal or negative for a prolonged period and/or if TD/EBITDA was expected to be in excess of 7x on a sustained basis. A debt- financed acquisition of more than nominal size and/or adverse liquidity developments (in addition to those related to refinance matters) could also result in downward rating pressure. The principal methodology used in rating Cenveo was the Global Publishing Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CERTENEJAS INCORPORADO: Case Summary & Creditors List ----------------------------------------------------- Debtor: Certenejas Incorporado aka Hotel Flor Del Valle Motel El Eden Motel Molino Azul Motel Molino Rojo Motel Las Palmas Motel El Rio Road #172 KM 7.5 Cidra, PR 00739 Bankruptcy Case No.: 12-02806 Chapter 11 Petition Date: April 11, 2012 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) About the Debtor: The Debtor owns these motels or short-term guest houses in Puerto Rico. A copy of the schedules filed with the petition is available for free at http://bankrupt.com/misc/prb12-02806.pdf Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: (787) 977-0515 E-mail: cacuprill@cuprill.com Scheduled Assets: $27,678,319 Scheduled Liabilities: $45,290,102 The petition was signed by Luis J. Meaux Vazquez, president. Affiliates that previously filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Luis J. Meaux Vazquez and Marta I. Mu¤iz 09-08474 10/02/09 Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Popular de Puerto Rico Secured Bank Loans $14,010,420 Bankruptcy Department G.P.O Box 366818 San Juan, PR 00936 Angel Vazquez Toro Second Mortgage $1,220,162 P.O. Box 695 Vega Baja, PR 00694-0000 Compa¤ia de Turismo de PR Room Taxes $488,147 P.O. Box 9024000 San Juan, PR 00902-4000 Edna Rivera Amount Due Under $304,833 P.O. Box 373038 Cayey, PR 00737 Internal Revenue Services Payroll Taxes $196,891 Departameto de Hacienda de PR Income Taxes $182,798 Farm Service Agency Farm Loan $164,381 Doral Financial Corp. Mortgage Loan $100,005 Ruben Rosado Personal Loan $87,500 Crim Personal Property $78,852 Tax Jose Mulero Cash Loan $66,000 PR Electric Power Authority Electric Power $60,486 Services Waine Balines Laundry Services $53,125 Nelida Melendez Personal Loan $23,500 Malecon Center ? Administration Administration Fees $22,000 Xavier Jose Meaux Mu¤iz Personal Loan $19,200 Municipio de Rio Grande Municipal Taxes $11,604 International Security Enforce Security Services $2,856 Puerto Rico Telephone Co. Telephone Services $1,728 Conwaste, Corp. Waste Disposal $870 Services CHINA NORTH: Gets NYSE Notice of Delisting ------------------------------------------ China North East Petroleum Holdings Limited has received a letter dated April 4, 2012 from NYSE Regulation, Inc. in which NYSE Staff allege the Company no longer complies with NYSE's continued listing standards as set forth in the Company Guide and its securities are, therefore, subject to delisting from the NYSE. In general, the NYSE allegations primarily relate to issues concerning documentation and disclosures for transactions between the Company and related parties, including those identified in the John Lees & Associates report to the Company, dated July 2010, and the failure of the Company to file its Form 10-K for 2011 on time. Additional information regarding the April 4, 2012 letter from NYSE can be found in the Company's filing on form 8-K made with the SEC. The Company intends to appeal the attempted delisting before the Listing Qualifications Panel of the NYSE and will on or before April 11, 2012, submit a formal request for hearing before the Listing Qualifications Panel. According to NYSE, hearings on such matters are scheduled within 45 days of the date the request for hearing is submitted. After the hearing, the Company understands that the Panel will issue a written decision. Should the Company disagree with the Panel Decision, the Company may seek review of the Panel Decision by the Committee on Securities. There can be no assurance that the Panel will grant the Company's request for continued listing on the NYSE Amex.About China North East Petroleum China North East Petroleum Holdings Limited -- http://www.cnepetroleum.com/-- is an independent oil company that engages in the production of crude oil in Northern China. The Company is a pioneer in China's private oil exploration and production industry, and the first Chinese non-state-owned oil company trading on the NYSE Amex. The Company has a guaranteed arrangement with the PetroChina to sell its produced crude oil for use in the China marketplace. CHRIST HOSPITAL: Interest and Maturity of HFG Financing Modified ---------------------------------------------------------------- The Hon. Morris B. Stern of the U.S. Bankruptcy Court for the District of New Jersey has approved modifications to certain terms of the DIP facility provided by HFG Healthco-4 LLC and Healthcare Finance Group LLC to Christ Hospital. The Debtor, the Committee and HFG have agreed that the terms of the DIP Facility will be modified as follows: A. Interest Rate-LIBOR Floor: In respect of the Revolving Loan, the definition of "LIBOR" in the Prepetition Revolving Loan Agreement will be revised to state, as of the Modification Effective Date: "for any Interest Period, means the greater of (i) the rate per annum established by the Program Manager two business days prior to the first day of such Interest Period based on an annualized 30-day interest rate equal to the offered rate that appears on Reuters Screen LIBOR01 Page, U.S. dollar deposits on the date of determination and (ii) 2.00%." B. Interest Rate-LIBOR Spread: In respect of the Revolving Loan, as of the Modification Effective Date, the interest rate "spread" above LIBOR will be 5.5%. C. Maturity Date: As of the Modification Effective Date, the "Maturity Date" will be July 31, 2012. HFG committed to provide up to $20 million in revolving loans and up to $4 million in term loans. HF-4 is the revolving lender and HFG is the term lender. HFG also acts as agent for the Revolving Loan and the Term Loan. On Feb. 7, Christ Hospital was granted interim permission to borrow up to $8.828 million under the revolving facility and up to $3 million from the term loans facility. The DIP Facility initially provided for an Aug. 6, 2012 maturity date, so long as there are no continuing Events of Default the Maturity Date may be extended to Nov. 6, 2012, if as of July 31, 2012, the Debtor can establish to the reasonable satisfaction of the Lender Parties that it has sufficient liquidity (including from proceeds of the DIP Facility) to fund its operations in the ordinary course of business through Nov. 6, 2012. Prior terms of the DIP facility provide that interest rate for the Revolving Loan will be LIBOR (subject to a 3% floor) plus 7.75% and the interest rate for the Term Loan will be equal to the effective yield under the Revolving Loan. The terms of the DIP Facility were previously reported by the Troubled Company Reporter on Feb. 27, 2012. The DIP Modifications will be effective no later than March 30, 2012, the Good Faith Deposit of Purchaser will be converted and available for use as Supplemental Buyer Financing, with the terms of the financing including the applicable order, financing term sheet, and subordination terms with HFG all in form reasonably acceptable to HFG and entered into by the applicable parties. The Debtor will promptly, and in no event later than one business day following receipt thereof, provide HFG with copies of all status reports received from Purchaser under the Purchase Agreement, or if not in writing with oral reports by phone or written summaries of such reports. In addition, these subparagraphs will be additional Events of Default under the DIP Facility and will be incorporated into the DIP Loan Agreement: (a) Termination of the Purchase Agreement, by either the Debtor or the Purchaser for any reason; (b) Either the Debtor or the Purchaser provides a notice of termination under the Purchase Agreement; provided that it shall not be an Event of Default for two business days after Purchaser delivers a notice of termination so long as the Supplemental Buyer Financing has not been exhausted and remains available for funding during that time; (c) There exists an unwaived right of termination in favor of either the Debtor or the Purchaser under the Purchase Agreement; (d) Termination of the Supplemental Buyer Financing, by either the Debtor or the Purchaser; provided that it shall not be an Event of Default for two business days after Purchaser delivers a notice of termination so long as the Supplemental Buyer Financing has not been exhausted and remains available for funding during that time; (e) Either the Debtor or the Purchaser provides a notice of termination of the Supplemental Buyer Financing or the maturity date of the Supplemental Buyer Financing shall have occurred; (f) There is an unwaived event of default or failure to satisfy all funding conditions under the Supplemental Buyer Financing; or (g) There is a modification to, agreement to modify, or a filed motion to modify the Purchase Agreement, the Sale Order or the Supplemental Buyer Financing without HFG's consent, which shall not be unreasonably withheld. HFG provided secured loans to the Debtor pre-bankruptcy. As of the bankruptcy filing date, the Debtor owed HFG $6.828 million in revolving loans. The Debtor also owed $10.6 million under prepetition term loans with HFG. Prime Healthcare Services Inc. holds last-out participation interests in the prepetition term loan of roughly $5.6 million. The Debtor's assets, however, are also encumbered by claims of the Pension Benefit Guaranty Corporation. As a result of the Hospital's failure to meet minimum funding requirements on its defined benefit pension plan, beginning in 2007, and continuing through 2011, the PBGC filed liens totaling $25,964,520, which served to perfect the PBGC's interests in the Hospital's assets as collateral security for unfunded, minimum funding requirements owed by the hospital to the PBGC and the Internal Revenue Service. On Aug. 9, 2011, Christ Hospital filed a distressed termination application with the PBGC, which triggered termination liability subsuming and eclipsing the unpaid minimum funding obligations. That termination liability is estimated at roughly $130 million. On Oct. 10, 2011, the PBGC granted the hospital's request, terminated the plan, and now serves as statutory trustee of the plan as of Jan. 4, 2012. On March 27, 2008, HFG, HF-4 and the PBGC entered into a subordination agreement pursuant to which PBGC agreed that all of its claims and liens will remain at all times subject and subordinate to the HFG/HF-4 liens up to the amount of $22 million. The DIP Facility requires the Debtor to pay additional fees, including a $175,000 facility fee and a $175,000 exit fee, which is earned on the Initial Funding Date and which is payable on the earlier of the Maturity Date and the Termination Date. About Christ Hospital Christ Hospital, a 367-bed acute care hospital located in Jersey City, New Jersey, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012, after an attempt to sell the business fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. DIP lender HFG is represented in the Debtor's case by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at Wollmuth Maher & Deutsch LLP. Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as counsel to the Official Committee of Unsecured Creditors. J.H. Cohn LLP serves as financial advisor to the committee. Suzanne Koenig of SAK Management Services, LLC, has been appointed as patient care ombudsman. She is represented by Greenberg Traurig as counsel. In December 2011, the Debtor struck a deal to sell its assets to Prime Healthcare Services. Melanie Evans at ModernHealthcare.com reported that Prime offered $35 million for the not-for-profit Christ Hospital. The tandem of Community Healthcare Associates and LibertyHealth System, and rival Hudson Hospital Holdco, which were Christ Hospital's other prepetition suitors, submitted revised proposals to the Bankruptcy Court to acquire the facility. In March 2012, the Bankruptcy Court authorized Christ Hospital to sell its facility to Hudson Hospital Propco LLC and Hudson Hospital Holdco LLC in exchange for $29,496,000 cash, assumption of certain liabilities, payment of $3,500,000 to satisfy a portion of the Seller's obligations to the PBGC and payment of transfer taxes due in connection with the closing of the transactions, currently estimated to be $300,000 and the cost of all director and officer "tail" insurance coverage, in the amount currently estimated to be $150,000. Hudson Hospital Holdco is represented in the case by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare Associates is represented in the case by Lowenstein Sandler PC. Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center, which joined in CHA's bid, is represented by Duane Morris LLP. CHRIST HOSPITAL: Final DIP Hearing Scheduled for April 16 --------------------------------------------------------- The Hon. Morris Stern of the U.S. Bankruptcy Court for the District of New Jersey, in an interim order, authorized Christ Hospital, to: -- obtain postpetition financing from Hudson Hospital Propco, LLC and Hudson Hospital Opco, LLC (Deposit DIP lender or purchaser); and -- grant the Deposit DIP lender assurances for the full and timely payment of the Deposit DIP Financing by granting the Deposit DIP lender a replacement lien, and a superpriority administrative expense claim status, subject only to carve out and senior liens. The Debtor has an immediate need to obtain the Deposit DIP Financing and to continue with the postpetition financing from HFG Healthco-4 LLC and Healthcare Finance Group LLC, because the Debtor does not have sufficient available sources of working capital and financing to carry on the operation of its businesses until the closing of the sale of substantially all of its assets to the purchaser. The Deposit DIP lender agreed to provide cash advances and other extensions of credit in an aggregate principal amount of up to $5,000,000 through a multi-draw term loan. The Deposit DIP Financing will be: 1. junior and subordinate to the carve out and liens and claims of HFG under the HFG Loan Documents not to exceed $22,300,000 without the consent of the lender; 2. senior and of higher priority than liens and claims of the PBGC, but only up to the principal amount of the Deposit DIP Financing doe not exceed $26,000,000; and 3. junior and subordinate to the PBGC liens and claims to the extent that the principal amount of HFG liens and claims under the HFG Loan Documents exceeds $26,000,000. The Debtor is also authorized to use the cash collateral until the occurrence and continuation of a breach of the Deposit DIP Financing Documentation or purchase agreement. An April 16, 2012, final hearing is set to consider the Debtor's request. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Debtor disclosed $37,575,746 in assets and $96,433,231 in liabilities as of the Chapter 11 filing. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. DIP lender HFG is represented in the Debtor's case by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at Wollmuth Maher & Deutsch LLP. Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as counsel to the Official Committee of Unsecured Creditors. J.H. Cohn LLP serves as financial advisor to the committee. Suzanne Koenig of SAK Management Services, LLC, has been appointed as patient care ombudsman. She is represented by Greenberg Traurig as counsel. Hudson Hospital Holdco is represented in the case by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare Associates is represented in the case by Lowenstein Sandler PC. Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center, which joined in CHA's bid, is represented by Duane Morris LLP. On Feb. 15, 2012, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. CITIZENS CORPORATION: Trustee Taps Harwell Howard as Counsel ------------------------------------------------------------ Gary M. Murphey, the trustee in the Chapter 11 case of Citizens Corporation, asks from permission from the Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Harwell, Howard, Hyne, Gabbert & Manner, P.C., as his legal counsel, effective as of March 19, 2012. The Trustee asks to employ H3GM to, among other things, provide the Trustee legal advice with respect to his powers and duties as Trustee, on these hourly rates: Principals $300-$550 Senior Associates (4-6 years' experience) $250-$295 Junior Associates (0 - 4 years' experience) $190-$225 Paralegals $140-$185 To the best of the Trustee's knowledge, H3GM is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will hold a May 1, 2012 hearing on the Trustee's request for authorization to employ H3GM as legal counsel. About Citizens Corp. Franklin, Tennessee-based Citizens Corp. operates a mortgage brokerage business. Citizens Corp. filed for Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011. Judge George C. Paine, II, presides over the case. The Debtor employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel. Marion Ed Lowery, a former owner of Peoples State Bank of Commerce of Nolensville and various other entities, serves as chairman of the company. He signed the Chapter 11 petition. Lenders Tennessee Commerce Bank is represented by David W. Houston, IV, Esq., at Burr & Forman LLP. Citizens listed assets and liabilities showing property worth $40.1 million and debt of $17.8 million. Citizens filed a reorganization plan offering to pay all creditors in full over time, including Tennessee Commerce Bank and other secured lenders owed $17.3 million. Unsecured creditors, owed a combined $81,000, would be paid off in equal installments over five years. On Feb. 27, 2012, the Court granted the request of lender Legends Bank for appointment of a Chapter 11 trustee. The Court held that an independent person must review many of the transactions involving CEO Ed Lowery, and its wholly owned subsidiary, Financial Data Technology Corporation. CLARE OAKS: Decision Period on St. Joseph Lease Extended to July 2 ------------------------------------------------------------------ Judge Pamela Hollis has extended the time that Clare Oaks must assume or reject a Ground Lease dated July 1, 2006, with the Sisters of St. Joseph of the Third Order of St. Francis, Inc., to and including July 2, 2012. 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. CLARE AT WATER TOWER: Changes to Bidding Procedures Approved ------------------------------------------------------------ The Bankruptcy Court has approved modifications to the bidding procedures proposed by The Clare at Water Tower and approved on March 21, 2012. Specifically, the requirement in Section II of the Bidding Procedures that bidders provide their bids by certified mail is waived. As a result, bids are to be provided only by e-mail on or before the date and time, and to the parties specified in, the Bidding Procedures. As reported by the Troubled Company Reporter on April 10, 2012, procedures approved by the U.S. Bankruptcy Court require initial bids to be submitted April 10, 2012. An auction was scheduled for April 12, 2012. The Debtor will identify the successful bidder by April 23, 2012. The Debtor has reached a deal with Chicago Senior Care LLC to become the stalking horse bidder. Chicago Senior Care will buy the assets for $29.5 million in cash, absent higher and better offers. Chicago Senior Care will also assume certain liabilities. If Chicago is outbid at the auction, it will receive a break-up fee of $1.35 million and expense reimbursement of up to $600,000. The Debtor, with the assistance of Houlihan Lokey, said it would continue to market the assets up to the bid deadline. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Houlihan Lokey Capital, Inc., as its investment banker and financial advisor. Deloitte Financial Advisory Services LLP serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. The Debtor, in its amended schedules, disclosed $56,778,671 in assets and $321,747,63 in liabilities. The petition was signed by Judy Amiano, president. The Official Committee of Unsecured Creditors proposed to retain SNR Denton US LLP as counsel. The Committee also tapped FTI Consulting, Inc., as its financial advisor. COMMUNITY MEMORIAL: Status Conference Today ------------------------------------------- Cheboygan Daily Tribune reports that there was no update Wednesday involving McLaren Health Care Corporation's attempts to purchase Cheboygan Memorial Hospital, despite a scheduled conference call during the afternoon. "No comment," said Shari Schult, the Chief Executive Officer of the CMH, when contacted on Wednesday evening, Daily Tribune relates. Daily Tribune relates Mr. Schult did acknowledge the call took place, involving CMH, McLaren and several secured and unsecured creditors involved with CMH's Chapter 11 bankruptcy -- including the Center for Medicare and Medicaid Services. The call was approximately an hour long. Daily Tribune says Wednesday's discussion was expected to be a crucial step in the negotiations between McLaren and CMS, which is responsible for overseeing Medicare and Medicaid billing, following the 'wind down' of CMH on April 3. Daily Tribune notes all parties are expected to be at U.S. Bankruptcy Court in Bay City Friday during a Chapter 11 Status Conference. The hearing is scheduled for 1 p.m. Rachel Brougham, writing for Northern Michigan Review, reported that Cheboygan Memorial wound down its services and closed its doors on April 2, 2012, after the proposed sale to Flint-based McLaren came to a halt. Northern Michigan Review reported that administrators at Cheboygan Memorial said the problem surrounding the sale is with recertification requirements and licensure of its emergency services and outpatient surgery area. Northern Michigan Review said CMS is unwilling to grant a waiver to allow McLaren Health Care to immediately operate those areas as planned without additional surveys being completed. According to Daily Tribune, since the closure, McLaren has worked with former CMH physicians and staff, hiring back 55 employees, and re-opened several clinics in Cheboygan. Due to ongoing bankruptcy proceedings, McLaren has been unable to re-open the clinics or any other portion of the CMH campus as it continues negotiations with CMS. About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., at McDonald Hopkins LLC, represents the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor estimated assets and debts of $10 million to $50 million. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. CONSTELLATION BRANDS: S&P Gives 'BB+' Rating on $400M Senior Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB+' issue level and '3' recovery ratings to Constellation Brands' proposed $400 million senior unsecured notes due 2022. "At the same time, we affirmed our ratings on Constellation Brands, including the 'BB+ corporate credit rating. The outlook is stable," S&P said. "Constellation Brands will issue the notes under the company's Rule 415 shelf registration. Constellation Brands has indicated that it plans to use the net proceeds from this offering to reduce a portion of its outstanding indebtedness under its term loan, for working capital and other general corporate purposes, including share repurchases," S&P said. "The ratings on Constellation Brands reflect the company's 'satisfactory' business risk profile and 'significant' financial risk profile. Key credit factors considered in our business risk assessment include the company's diverse portfolio of consumer brands and historically strong cash generation in the highly competitive beverage alcohol markets, yet relatively narrow business and geographic focus. Our financial risk profile incorporates Constellation Brands' moderate financial policy, adequate liquidity, and key credit measures that we believe will remain within or near indicative ratio ranges for a significant financial profile," S&P said. "We expect Constellation Brands' financial performance will be maintained despite lingering weak macroeconomic conditions, and its credit measures will remain within or near levels consistent with a significant financial risk profile," said Standard & Poor's credit analyst Jean Stout. COUGAR OIL: Directors Resigned Effective April 10 ------------------------------------------------- Cougar Oil and Gas Canada, Inc. disclosed that Mr. Hamilton, Mr. Galachiuk, Mr. Owens and Mr. Lischka resigned as directors of the Company effective April 10, 2012. The current financial condition of the Company was given as the reason for the resignations. While under CCAA protection, the Company will continue with its day to day operations with the assistance of Ernst & Young Inc. in its capacity as the Court-appointed Monitor of the Company. The Company anticipates presenting a restructuring Plan to its creditors in these CCAA proceedings and will issue a further press release on or before May 23, 2012 to provide an update regarding the status of the Plan and the CCAA proceedings generally. While under the CCAA, the Company will not be filing audited financials on SEDAR or EDGAR. CUSTER ROAD: Has OK to Hire Richard W. Ward as Bankruptcy Counsel ----------------------------------------------------------------- Custer Road Marketplace, Ltd., obtained authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Richard W. Ward, Esq., as bankruptcy counsel under a general retainer in accordance with Mr. Ward's normal hourly rate of $350 per hour. As reported by the Troubled Company Reporter on Feb. 27, 2012, Mr. Ward was contacted in December 2011 by representatives of the Debtor regarding issues related to loans from Legacy Texas Bank to CRM and the possibility of resolving issues with Legacy through bankruptcy proceedings. Mr. Ward provided legal services to CRM through the bankruptcy filing date, including drafting of a plan of reorganization that was transmitted to Premier's counsel in an effort to settle matters without a bankruptcy filing. Mr. Ward was paid $3,500 for the pre-petition services rendered to CRM. The payment was made from a retainer in the amount of $30,000, a capital contribution to CRM from Stan Graff, manger of CRM/GP LLC, general partner of Curter Road Marketplace. In addition to the payment of Mr. Ward's pre-petition fees, he was reimbursed the filing fee of $1,046 for CRM's Chapter 11. Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012. Judge Brenda T. Rhoades presides over the case. In its schedules, the Debtor disclosed $23,183,800 in total assets and $19,257,403 in total liabilities. CUSTER ROAD: Has Nod to Hire Neugent & Helbing as Appraiser ----------------------------------------------------------- Custer Road Marketplace, Ltd., obtained authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Ross C. Helbing of Neugent & Helbing, Inc., as appraiser. As reported by the Troubled Company Reporter on March 28, 2012, Helbing will assist in valuing the principal asset of the Debtor, real estate, for purposes of proposing and confirming a plan of reorganization. The Debtor will pay Helbing a fee of $6,500 to prepare an appraisal of the Debtor's principal asset, real property. The Debtor will also pay Helbing an hourly rate of $250 with a minimum of $1,000 for deposition and trial preparation and testimony and assistance with evaluation of any other appraisals and depositions and trial testimony of any other experts. Helbing has received a retainer of $3,500 from the Stanley V. Graff Irrevocable Trust. Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10 million to $50 million in assets and debts. Richard W. Ward, Esq., serves as the Debtor's bankruptcy counsel. Judge Brenda T. Rhoades presides over the case. In its schedules, the Debtor disclosed $23,183,800 in total assets and $19,257,403 in total liabilities. DALLAS ROADSTER: US Trustee Wants Chapter 11 Case Dismissed ----------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, asks the U.S. Bankruptcy Court for the Eastern District of Texas to dismiss or convert to Chapter 7, Dallas Roadster, Limited, and IEDA Enterprise, Inc.'s Chapter 11 bankruptcy case. The U.S. Trustee says that the Debtors have both failed to file the required Monthly Operating Reports for the months of January 2012 and February 2012. According to the Trustee, Dallas Roadster is delinquent in the payment of quarterly fees for the fourth quarter of 2011 in the amount of $650. Without the Operating Reports it is impossible to determine what financial activity has occurred since the Petition Date, the Trustee says. The Court will hold a hearing on the U.S. Trustee's request on April 30, 2012, at 1:30 p.m. About Dallas Roadster and IEDA Enterprises Dallas Roadster Ltd. owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. -- mike@demarcomitchell.com and robert@demarcomitchell.com -- at DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel. Dallas Roadster estimated $10 million to $50 million in assets. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DIPPIN' DOTS: Fischer Offers to Buy Business for $12.7 Million -------------------------------------------------------------- Dippin' Dots Inc. will seek bankruptcy court permission at a May 2 hearing to sell its business to an affiliate of investment firm Fischer Enterprises LLC for $12.67 million. In the cash transaction, the affiliate -- Dippin' Dots LLC -- would assume ownership of the cash, accounts, inventory, real estate, brand rights, intellectual property and more to bring Dippin' Dots Inc. out of Chapter 11, Bankruptcy Law360 relates citing a motion for approval filed in Kentucky bankruptcy court. Bill Rochelle, the bankruptcy columnist for Bloomberg News, relates that Regions Bank, the secured lender owed $10.8 million when the bankruptcy began, agreed to advance an additional $1.5 million before the sale is completed. If the loan is made, it will be added to the purchase price. The bank agreed to carve out $250,000 from what it otherwise would receive to allow payment to unsecured creditors. The carveout is in addition to money the bank previously set aside for payment of professional fees. According to the report, the buyer will assume the obligation of paying bills owing to suppliers for goods delivered after bankruptcy. Assuming the bankruptcy judge agrees, the sale will be completed without holding an auction seeking a higher offer. About Dippin' Dots Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc. manufactures quirky and colorful ice cream beads, which are flash frozen using liquid nitrogen. It owns a 120,000-square-foot plant in Kentucky that can produce more than 25,000 gallons of frozen dots a day. It has about 140 Dippin' Dots retail locations, which are mostly controlled by franchisees, and agreements with 9,952 small vendors who sell the ice cream at fairs, festivals and sports games. Dippin' Dots isn't sold in grocery stores because of its extreme cooling requirements. Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No. 11-51077) on Nov. 3, 2011 in Paducah, Kentucky. Judge Thomas H. Fulton presides over the case. Farmer & Wright, PLLC, represents the Debtor as Chapter 11 counsel. The Debtor disclosed $20,233,130 in assets and up to $20,233,130 in debts. The petition was signed by Curt Jones, president. Regions Bank, the Debtor's secured lender, is represented by Brian H. Meldrum, Esq., at Stites & Harbison PLLC. In February 2012, Regions Bank filed a motion seeking appointment of a Chapter 11 trustee. After talks with the Debtor, Regions consented to having a chief restructuring officer. Regions wanted a trustee in part based on allegations that the company's chief executive fraudulently transferred his ownership of a franchising affiliate to prevent the bank from attaching the affiliate in satisfaction of debt on a guarantee. DYNEGY INC: Gets Non-Compliance Notification From NYSE ------------------------------------------------------ Dynegy Inc. disclosed that on April 5, 2012, the Company was notified by the New York Stock Exchange that it was not in compliance with NYSE's continued listing standard that requires that the average closing price of a listed company's common stock not fall below $1.00 per share for any consecutive 30-trading-day period. Under NYSE rules, Dynegy has a period of six months from the receipt of the NYSE notice to regain compliance with the minimum share price requirement. During the interim period, Dynegy's common stock will continue to be listed and traded on the NYSE, subject to the Company's compliance with other NYSE continued listing requirements. Dynegy will notify the NYSE of the steps it will take to cure this price deficiency within the prescribed timeframe. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000). EARTHBOUND HOLDING: S&P Revises Outlook on 'B' CCR to Negative -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on San Juan Bautista, Calif.-based Earthbound Holding III LLC to negative from stable. "At the same time, we affirmed our 'B' corporate credit rating and 'B+' senior secured rating on the company, and left our '2' recovery rating unchanged. At Dec. 31, 2011, Earthbound Holding had approximately $329 million of total debt outstanding," S&P said. "The outlook revision is based on Earthbound's diminished EBITDA cushion on its financial covenants as well as deteriorating operating performance and credit measures in 2011," said Standard & Poor's credit analyst Jeffrey Burian. "Key credit factors considered in Standard & Poor's business risk assessment of Earthbound include the company's narrow product focus, limited international presence, and its participation in the produce industry, which we believe is subject to uncontrollable factors such as potential supply disruption, weather, and crop disease. Additionally, we considered the company's good market positions in the expanding organic produce category, its customer diversity, and its well-recognized brand name," S&P said. "Our view of Earthbound's financial risk profile reflects the company's significant debt burden within a volatile industry, aggressive financial policy, and our assessment of its less-than- adequate liquidity. Earthbound remains highly leveraged and we believe credit measures have weakened as a result of the decline in operating results," S&P said. "The negative outlook reflects our estimate that covenant cushion may tighten further, given our uncertainty about improvement in its weakened operating performance and scheduled step-downs," S&P said. EASTMAN KODAK: Taps Jones Day for Fujifilm Suit ----------------------------------------------- Eastman Kodak Co. has filed an application to employ Jones Day as special litigation counsel. Jones Day will represent Eastman Kodak in patent-infringement lawsuits including one filed by Fujifilm Corp. against the company in the U.S. District Court in Manhattan. Fujifilm filed the lawsuit last year to prohibit Eastman the company from further manufacturing, selling, or importing products that infringe on patents, which Fujifilm claims it owns. Jones Day will be paid on an hourly basis and will receive reimbursement of its expenses. The firm's hourly rates range from $446 to $775 for partners; $270 to $600 for associates and counsel; and $135 to $225 for paralegals and others who provide professional support services. James Wamsley III, Esq., a partner at Dow Jones, disclosed in a declaration that the firm does not represent or hold interest adverse to Eastman Kodak or its estate. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Committee Taps Milbank for Plan Matters ------------------------------------------------------ The Official Committee of Unsecured Creditors in Eastman Kodak's cases asked the U.S. Bankruptcy Court in Manhattan to approve the hiring of Milbank, Tweed, Hadley & McCloy LLP as its legal counsel. The services to be provided by the firm include the preparation and filing of court papers and assisting the committee in reviewing Eastman Kodak Co.'s financial reports. It will also assist the committee in the formulation and implementation of the company's Chapter 11 plan. Milbank will be compensated at its standard hourly rates, which are based on each professional's level of experience and will get reimbursed expenses. The firm's hourly rates range from $825 to $1,140 for partners; $795 to $995 for counsel; $295 to $795 for associates and senior attorneys; and $130 to $290 for legal assistants. Robert Jay Moore, Esq., a partner at Milbank, Tweed, Hadley & McCloy LLP, said his firm does not represent any other entity having an adverse interest in connection with Eastman Kodak's bankruptcy case. A court hearing on the proposed hiring of Milbank is set for April 18. Objections were due April 11. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Committee Taps Togut Segal as Conflicts Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Eastman Kodak's cases has filed an application to hire Togut, Segal & Segal LLP to provide services on bankruptcy-related matters with which the panel's lead counsel has conflict of interest. Togut Segal is tasked to provide these services: (1) represent the committee in connection with contested matters seeking allowance or settlement of priority or secured claims in an amount less than $500,000, and general unsecured claims in an amount less than $1 million excluding claims related to intellectual property, environmental issues, employee benefits or pensions; (2) review and analyze motions for relief from the automatic stay seeking liquidation of general unsecured claims in an amount less than $500,000; (3) represent the committee in connection with contested matters concerning utilities; (4) represent the committee in connection with matters concerning 503(b)(9) claims or reclamation demands in an amount less than $500,000; (5) represent the committee in the review and analysis of proposed de minimis asset sales or dispositions by Eastman Kodak in an amount less than $500,000 that do not directly alter or impact the company's restructuring or significant operations; and (6) represent the committee in connection with the review of lien perfection issues. Togut Segal will be paid on an hourly basis and will get reimbursed expenses. Its hourly rates range from $800 to $810 for partners; $715 for counsel; $215 to $675 for associates; and $145 to $285 for paralegals and law clerks. In a declaration, Albert Togut, Esq., a senior member of Togut Segal & Segal LLP, disclosed that the firm does not have an interest adverse to Eastman Kodak's estates, creditors or equity security holders. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Committee Retains A&M as Financial Adviser --------------------------------------------------------- The Official Committee of Unsecured Creditors in Eastman Kodak's cases asked the U.S. Bankruptcy Court for permission to hire Alvarez & Marsal North America, LLC, as its financial adviser. The committee proposed to employ the firm in order to monitor and evaluate Eastman Kodak Co.'s operations, cash flows and business plans as well as the company's restructuring. The firm will also assist the committee in the evaluation and sale of Eastman Kodak's intellectual property portfolio. A&M will be paid by Eastman Kodak for the services of its professionals at their customary hourly billing rates. The hourly rates range from $625 to $850 for managing directors; $450 to $625 for directors; and $225 to $450 for analysts and associates. The firm will also get reimbursed expenses. As part of A&M's overall compensation, the committee proposed that Eastman Kodak indemnify the firm for any claims arising from or related to its employment. Kelly Stapleton, A&M managing director, disclosed in court papers that the firm does not represent any other entity having an adverse interest in connection with Eastman Kodak's bankruptcy case. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). ELLINWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Ellinwood Country Club, Inc. 1928 Pleasant Street Athol, MA 01331 Bankruptcy Case No.: 12-41343 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Melvin S. Hoffman Debtor's Counsel: Holly H. Hines, Esq. HINES LAW OFFICES 91 Merriam Avenue Leominster, MA 01453 Tel: (978) 840-1929 Fax: (978) 840-1929 E-mail: holly_hineslawoffices@comcast.net Scheduled Assets: $1,676,157 Scheduled Liabilities: $856,106 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mab12-41343.pdf The petition was signed by Frank A. Condino, president. EOS PREFERRED: Suspending Filing of Reports with SEC ---------------------------------------------------- EOS Preferred Corporation filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its 8.50 Non-Cumulative Exchangeable Preferred Stock, Series D. EOS Preferred voluntarily removed from listing its 8.50% Non-Cumulative Exchangeable Preferred Stock on NASDAQ- OMX. As of April 9, 2012, there were 1,200 holders of the preferred shares. About EOS Preferred Based in New York, EOS Preferred Corporation (formerly Capital Crossing Preferred Corporation) is a Massachusetts corporation with the principal business objective to hold mortgage assets that will generate net income for distribution to stockholders. The Company was organized on March 20, 1998, to acquire and hold real estate assets and Aurora Bank FSB, an indirect wholly-owned subsidiary of Lehman Brothers Holdings Inc., owns all of the Company's common stock. Effective June 21, 2010, the Company changed its corporate name to EOS Preferred Corporation. The Company operates in a manner intended to allow its to be taxed as a real estate investment trust, or a "REIT," under the Internal Revenue Code of 1986, as amended. As a REIT, EOS will not be required to pay federal or state income tax if it distributes its earnings to its shareholders and continues to meet a number of other requirements. As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. On Sept. 15, 2008, Lehman Brothers Holdings Inc., indirect parent company to Aurora Bank FSB, and ultimate parent company of EOS Preferred Corporation, filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. Aurora Bank, the sole owner of the common stock of EOS Preferred Corporation, is subject to a Cease and Desist Order, dated Jan. 26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4, 2009, issued by the Office of Thrift Supervision, requiring Aurora Bank, among other matters, to submit a capital restoration plan and a liquidity management plan, and imposing restrictions on certain activities of Aurora Bank and EOS Preferred Corporation. According to the independent auditors, the bankruptcy of Lehman Brothers and the ability of the OTS to regulate and restrict the business and operations of EOS Preferred Corporation, in light of the Cease and Desist Order and the Prompt Corrective Action Directive, raise substantial doubt about EOS Preferred Corporation's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2011, showed $87.07 million in total assets, $357,000 in total liabilities, and $86.71 million in total stockholders' equity. ENERGY CONVERSION: Shareholders Want Official Equity Committee -------------------------------------------------------------- An ad hoc group of shareholders in the Chapter 11 cases of Energy Conversion Devices, Inc., et al., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to direct the U.S. Trustee to appoint a committee of equity security holders to represent the Debtors non-affiliated common stock holders. The Ad Hoc Committee, consist of Chris Lanwehr, Nick Pietrangelo, Patrick Vetere, George Voetsch, and Frank Williams, collectively hold a substantial amount of the outstanding shares of common stock of the Debtors. The Ad Hoc Committee states that there is no one who has been willing or capable to protect the equity Security Holders' investment. The creditors and the creditors committee have no incentive or fiduciary duty to do so. About Energy Conversion Devices Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169. ENERGY CONVERSION: Quarton Indemnification Provisions Altered ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, on April 5, 2012, entered a corrected order granting application to employ Quarton Partners, LLC as investment banker to Energy Conversion Devices, Inc., et al. As reported by the TCR on March 16, 2012, the Debtors sought to retain Quarton to perform certain investment banking and consulting services in connection with the formulation, analysis, negotiation, and implementation of a going concern sale or other strategic alternatives relating to the Debtors' remaining operating businesses and assets, as described more fully in the second amended and restated engagement letter dated January 31, 2012 between Quarton and the Debtors. On March 9, 2012, Daniel M. McDermott, U.S. Trustee, filed an objection on the Debtors' motion to employ Quarton. The Trustee objects to the Indemnification attached to Quarton's retention letter, a copy of which is available for free at: http://is.gd/t3sSw7 The U.S. Trustee said indemnification is contrary to the interests of this estate as they are calculated to negate or limit the estate's recovery of damages for any subsequent wrongdoing by Quarton and to impose future unknown fees, costs and other administrative expenses upon the estates without any demonstrated benefit in return. "These provisions are also inconsistent with the duty of care and high degree of professionalism and expertise with which Quarton purports to perform its investment banker services to justify the amount of compensation it will receive in these cases," the Trustee had said. On March 21, 2012, the Debtors, along with the Official Committee of Unsecured Creditors and the Trustee, informed the Court that they have reached a stipulation on the employment of Quarton Partners, saying that the objections have resulted in further agreed upon amendments to the proposed engagement letter. A copy of the revised proposed engagement letter is available for free at http://is.gd/Rhq42k In a corrected order, the Court ordered that the indemnification provisions of the Engagement Letter are approved, subject to these modifications, among other things: a) Quarton will not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Letter for services other than the financial advisory and investment banking services provided under the Engagement Letter, unless other services and the indemnification, contribution or reimbursement are approved by the Court; b) the Debtors will have no obligation to indemnify Quarton, or provide contribution or reimbursement to Quarton, for any claim or expense; c) if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these cases, and (ii) the entry of an order closing these chapter 11 cases, Quarton believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnifications, contribution or reimbursement obligations under the Engagement Letter (as modified by this Order), including without limitation the advancement of defense costs, Quarton must file an application in the Court, and the Debtors may not pay any amounts to Quarton before the entry of an order by the Court approving the payment; d) to the extent of any claim for gross negligence, willful misconduct, breach of fiduciary duty or bad faith or self dealing relating to the services provided under the Engagement Letter after the petition date and through the duration of the bankruptcy cases, any provision in the Engagement Letter that limits Quarton's liability to fees earned is not enforceable. A full-text copy of the corrected order is available foe free at http://bankrupt.com/misc/ENERGYCONVERSION_quarton_corrected order.pdf About Energy Conversion Devices Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169. EVEREST ACQUISITION: S&P Lowers $750MM Term Loan Rating to 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its preliminary issue- level ratings on Everest Acquisition LLC's senior secured term loan due 2018 and its senior secured notes due 2019 to 'BB-' from 'BB'. "We also revised the preliminary recovery ratings on this debt to '4' from '2', reflecting our expectation of average (30% to 50%) recovery for secured creditors in the event of a payment default. The revised issue-level rating is in line with our 'BB-' preliminary corporate credit rating on the company," S&P said. "Our 'B' preliminary issue-level rating and '6' preliminary recovery rating on Everest's senior unsecured notes due 2020 are unchanged, reflecting our expectation of negligible (0% to 10%) recovery for unsecured creditors in the event of a payment default," S&P said. "Because of strong market demand, Everest has elected to upsize its senior secured notes issue to $750 million from $500 million, and to upsize its senior secured term loan to $750 million from $500 million. The greater amount of secured debt results in a lower recovery rating. At the same time, the company elected to reduce the size of its proposed unsecured notes issue to $2.0 billion from $2.5 billion. The total amount of term debt remains unchanged at $3.5 billion," S&P said. "The preliminary ratings on Everest Acquisition LLC reflect our assessment of the company's 'fair' business risk and 'aggressive' financial risk. 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," S&P said. RATINGS LIST Everest Acquisition LLC (to be renamed EP Energy LLC on closing of transactions) Corporate credit rating BB-(prelim)/Stable/-- $2 bil sr unsecd nts due 2020* B(prelim) Recovery rating 6(prelim) Ratings Lowered; Ratings Revised To From $750 mil sr secd term loan due 2018* BB-(prelim) BB(prelim) Recovery rating 4(prelim) 2(prelim) $750 mil sr secd nts due 2019* BB-(prelim) BB(prelim) Recovery rating 4(prelim) 2(prelim) * 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 transactions). FAIR MARKET PROPERTIES: Owner Eyes Sale of Other Investments ------------------------------------------------------------ John Letzing, writing for Dow Jones Newswires, reports that David Addington -- a real-estate investor whose company, Fair Market Properties LLC, filed for Chapter 11 reorganization in January -- is seeking to sell his stake in the Warfield Theater and said in bankruptcy filings that proceeds could be used to prepare Fair Market's two-story building at 1028 Market St., near Sixth Street, in San Francisco, California, for new tenants. The 1028 Market St. building once was home to businesses including a pool hall and strip club. Mr. Addington recently sold an office tower attached to the Warfield. According to Dow Jones, Mr. Addington said in the filings that he spent years ridding 1028 Market St. of seedy tenants and spent $400,000 on a seismic upgrade but was unable to find new occupants. He blamed "a combination of the Great Recession and the continuing troubled nature of the mid-Market area." The report notes East West Bank, which holds the building's loan, has sought to foreclose on the property. J.K. Dineen at San Francisco Business Times reported in January that Fair Market Properties owes about $4 million to East West Bank. The loan originally came from United Commercial Bank, which banking regulators shut down and sold to East West Bank in November 2009. Business Tims said the bankruptcy filing doesn't impact the Warfield Theater and adjacent office building at 988 Market St., which Mr. Addington owns through a separate limited partnership. That property is on the market with Marcus & Millichap. Mr. Addington bought the Warfield properties for $10.5 million in 2005. Fair Market Properties filed for Chapter 11 protection (Bankr. N.D. Calif. Case No. 12-30155) on Jan. 18, 2012, estimating under $10 million in assets and debts. It is represented by Michael St. James, Esq. FICO LLC: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------ Debtor: FICO, LLC 414 E. Valencia Ave., Unit 304 Burbank, CA 91501 Bankruptcy Case No.: 12-22630 Chapter 11 Petition Date: April 9, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Sandra R. Klein Debtor's Counsel: Vakhe Khodzhayan, Esq. KG LAW 1010 N Central Ave., Suite 450 Glendale, CA 91202 Tel: (818) 245-1340 Fax: (818) 245-1341 E-mail: vahe@lawyer.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-22630.pdf The petition was signed by Phillip Beitpoulice, managing member. FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised the rating outlook on Jacksonville, Fla.-based Fidelity National Information Services Inc. (FIS) to positive from stable. "We also affirmed our 'BB+' corporate credit rating on the company," S&P said. "The outlook revision reflects FIS' strong and consistent operating performance and cash flow," said Standard & Poor's credit analyst Molly Toll-Reed, "and our expectation that a strategic focus on largely organic growth will enable additional near-term leverage improvement. In addition, the company materially addressed and extended its 2014 debt maturity, and has a path to unsecure its first-lien debt." "The rating reflects our expectation that FIS will maintain its good market position, consistent profitability, and a more balanced financial policy. FIS is a leading global provider of core financial institution processing, card issuer, and transaction processing and outsourcing services," S&P said. "With annual revenues in excess of $5.7 billion, FIS' 'satisfactory' business risk profile reflects an increasingly global market position, strong operating margins, and contractual relationships that generate a significant base of recurring revenues. We expect FIS to maintain adjusted EBITDA margins in the low-30% range, supported by growth-related operating efficiencies and a focus on cost control. Revenue growth opportunities include an ongoing market shift to outsourcing, the cross-selling of an integrated suite of products and services, and international markets that we expect will grow more rapidly than the U.S.," S&P said. "The positive outlook reflects FIS' diversified and recurring revenue model and EBITDA growth prospects. Given the company's cash-generating ability, FIS has the capacity to reduce debt leverage and achieve a higher corporate credit rating over the next year. A higher rating would likely entail adjusted leverage at or below 2.5x and maintenance of moderate financial policies," S&P said. "Although not likely in the near term, we could revise the outlook to stable if the company adopts a more aggressive acquisition or shareholder-friendly strategy, with leverage sustained above 3x," S&P said. FIRST EVANGELICAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: First Evangelical Lutheran Church of San Fernando California dba First Lutheran Church dba First Lutheran Elementary School dba First Lutheran Schools dba First Lutheran Jr./Sr. High School dba First Lutheran High School 777 North Maclay Avenue San Fernando, CA 91340 Bankruptcy Case No.: 12-13308 Chapter 11 Petition Date: April 7, 2012 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: Steven A Schwaber, Esq. LAW OFFICES OF STEVEN A. SCHWABER 2600 Mission St., Suite 100 San Marino, CA 91108 Tel: (626) 403-5600 E-mail: schwaberlaw@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-13308.pdf The petition was signed by William Stark, president. FOUR KIDS: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Four Kids Enterprises, LLC 485 Howard Avenue Bridgeport, CT 06605 Bankruptcy Case No.: 12-50661 Chapter 11 Petition Date: April 9, 2012 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Stephen P. Wright, Esq. HARLOW, ADAMS, AND FRIEDMAN P.C. One New Haven Ave., Suite 100 Milford, CT 06460 Tel: (203) 878-0661 Fax: (203) 878-9568 E-mail: spw@quidproquo.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb12-50661.pdf The petition was signed by Stephen Bachlada, member. GARLOCK SEALING: ACC and BofA Want Motion to Quash Withdrawn ------------------------------------------------------------- Each of the Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases of Garlock Sealing Technologies, LLC, et al., and Bank of America, ask the U.S. Bankruptcy Court for the Western District of North Carolina to approve a stipulation regarding withdrawal of motion to quash and for protective order. As reported in the Troubled Company Reporter on Jan. 6, 2012, the North Carolina federal judge granted a bid by asbestos injury claimants to obtain information from Bank of America NA and Duff & Phelps LLC regarding corporate restructurings that took place before the bankruptcy. Over Garlock's objections, U.S. Bankruptcy Judge George R. Hodges granted a motion submitted by a committee of asbestos claimants allowing it to compel testimony and review documents held by the bank, which reviewed the restructurings. On Feb. 8, the Bank filed its motion of non-party Bank of America, N.A., to quash subpoena Duces Tecum and for protective order and memorandum of law in support. The Bank explained that since the filing of the motion, the Bank produced certain documents to the ACC without waiving and subject to its objections and the relief in the motion. The document production is not yet complete. Pursuant to the stipulation, the parties agreed that the motion be withdrawn, without prejudice and subject to mutual reservation of rights in order to avoid a potentially unnecessary court hearing and motion practice, and the costs associated therewith. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. GENERAL MARITIME: Wants Unsec. Claims Estimated at $327.5 Million ----------------------------------------------------------------- General Maritime Corporation, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to estimate Allowed Class 7 Claims at $327,500,000 for purposes of establishing an unsecured claims reserve in connection with distributions to be made under the Second Amended Joint Plan of Reorganization. The Chapter 11 Plan contemplates a fixed distribution on account of Allowed Claims in Class 7, comprised of $6 million in cash, 2% of the New GMR Common Stock, and the New GMR Warrants subject to an additional adjustment to address Allowed Class 7 Claims arising from rejection damages. To estimate the recovery for holders of Allowed Claims in Class 7 under the Plan, the Debtors, in consultation with the Official Committee of Unsecured Creditors, analyzed the various Claims that were filed or scheduled in the cases. Based on that analysis, the Debtors have estimated that holders of Allowed Class 7 Claims will recover approximately 5.41% of their Claims under the Plan. The vast majority of the Class 7 Claims arise from the $318,212,000 in Senior Note Claims. The Debtors believe $327,500,000 represents a reasonable and conservative estimate for all Class 7 Claims that will be Allowed in these cases. The Debtors believe the amount strikes a careful balance between enabling the Debtors to make meaningful distributions to holders of Allowed Claims in Class 7 as part of the Initial Distribution and not jeopardizing the potential recoveries of holders of Claims that are unliquidated, disputed, contingent or otherwise not Allowed Claims in Class 7 in the event that their Claims are subsequently Allowed. The Debtors set an April 25, 2012, hearing at 10:00 a.m. (prevailing Eastern Time) on the requested relief. Objections, if any, are due April 16, at 4:00 p.m. About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Creditors Committee also tapped Lowenstein Sandler PC as special conflicts counsel. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. GHP PARTNERS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: GHP Partners, LLC 2855 S. Haven Road Annapolis, MD 21401-7128 Bankruptcy Case No.: 12-16742 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Tate Russack, Esq. RUSSACK ASSOCIATES, LLC 100 Severn Ave, Ste 101 Annapolis, MD 21403 Tel: (410) 505-4150 Fax: (410) 510-1390 E-mail: tate@russacklaw.com Scheduled Assets: $1,504,500 Scheduled Liabilities: $2,700,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1st Bank Florida $1,200,000 701 Waterford Way Suite 800 Miami, FL 33126 The petition was signed by George H Purcell II, managing member. GIORDANO'S ENTERPRISES: Trustee Wants Conversion to Chapter 7 ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Chapter 11 trustee for what remains of Giordano's Enterprises Inc. wants the case converted to liquidation in Chapter 7 where the trustee can make the most efficient distribution of the $1.9 million remaining for unsecured creditors. According to the report, the sale of the business left the trustee with about $4.9 million when the bankruptcy court in Chicago approves settlement of the largest disputes in the case. After expenses of the Chapter 11 case and professional fees are paid, the Chapter 11 trustee says about $1.9 million will remain. The trustee contends that a trustee in Chapter 7 can resolve disputed creditor claims and make distributions at lower cost than were he required to confirm a liquidating Chapter 11 plan. The report recounts that the trustee reached settlement with the Apostolou family that owned the business and also with Fifth Third Bank on its claim for indemnification against lawsuits the Apostolous brought against the lender. About Giordano's Enterprises Chicago, Illinois-based Giordano's Enterprises, Inc., was founded in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren and Joseph Boglio. In 1988, John and Eva Apostolou purchased control of Giordano's. Although this casual dining eatery offers a broad array of fine Italian cuisine, it is primarily know for its "Chicago's World Famous Stuffed Pizza". At present, Giordano's operates six company owned stores in Chicagoland, four joint venture stores, and thirty-five franchisee locations. In addition, Giordano's operates Americana Foods, Inc., located in Mount Prospect, Illinois, that serves as the commissary for the majority of food products purchased by the Illinois locations. An affiliated real estate holding company, Randolph Partners, LP, owns 12 restaurant buildings that are leased to four of the company-owned locations, two of the joint venture locations and six of the franchisee locations. The other 33 locations are leased from third party landlords; two for the Giordano's locations, two for the joint venture locations and 29 for the franchise locations. Giordano's is the lessee and subleases the restaurant facility for 22 of the 29 franchise third party leases. JBA Equipment Finance, Inc, another affiliated entity, leases restaurant equipment packages to eight franchisee locations. Giordano's Enterprises and 26 affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on Feb. 16, 2011. Six additional affiliates filed for Chapter 11 protection on Feb. 17, 2011. Michael L. Gesas, Esq., David A. Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at Arnstein & Lehr, LLP, in Chicago, serve as the Debtors' bankruptcy counsel. Giordano's Enterprises disclosed $59,387 in assets and $45,538,574 in liabilities as of the Chapter 11 filing. Certain of the Debtors owe Fifth Third Bank about $13,560,662, pursuant to loans and financial accommodations, and $31,927,998 under a business loan as of the Petition Date. Fifth Third provided DIP financing of up to $35,983,563. Philip V. Martino was appointed as Chapter 11 trustee in the Debtors' bankruptcy cases, at the behest of the U.S. Trustee. Mr. Martino filed a $3,000,000 bond. The pizza chain was auctioned on Nov. 16, 2011, and ultimately sold for $61.6 million to an investor group led by Chicago-based private equity firm Victory Park Capital. The Debtor was renamed to GEI-RP following the sale. GLOBAL AVIATION: Bondholders Object to Imperial Capital Hiring -------------------------------------------------------------- The ad hoc group of certain holders of the 14% Senior Secured First Lien Notes due 2013 with Wells Fargo Bank, National Association, acting as trustee and collateral agent, has asked the Bankruptcy Court to deny the payment of the completion fee in connection to the application of the Official Committee of Unsecured Creditors of Global Aviation Holdings Inc., et al., to employ Imperial Capital, LLC, as its financial advisor effective as of Feb. 14, 2012. The Senior Noteholder Group has no objection in principle to the retention of Imperial as the Committee's financial advisor to provide financial services to the Committee in connection with the Debtors' bankruptcy cases. However, the Senior Noteholder Group objects to the structure of the proposed Completion Fee, in particular that: (i) Imperial will receive a Completion Fee even if its constituency, the unsecured creditors, receive no recovery; and (ii) the amount of the Completion Fee can vary by up to $500,000 in the discretion of the Committee, without any metric to justify the ultimate amount of the Completion Fee. As a result, if the values in this case ultimately do not support a recovery to unsecured creditors, the Senior Noteholder Group would nonetheless be required to pay a "Completion Fee" to Imperial out of its own pockets, at which point the Committee would have no reason not to use its "discretion" to award Imperial the full $750,000. The Senior Noteholders Group is represented by: Mark A. Broude, Esq. Emily B. Menchel, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 E-mail: Mark.Broude@lw.com Emily.Menchel@lw.com The Creditors Committee's request to retain Imperial was reported in the March 28, 2012 edition of the Troubled Company Reporter. Imperial's fee structure includes (a) a financial advisory fee of $75,000 per month; and (b) a completion fee of not less than $250,000 and not more than $750,000, in the amount as the Committee may determine in its sole and reasonable discretion, payable in cash by wire upon Bankruptcy Court approval and the consummation of a restructuring. 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. GORDIAN MEDICAL: Wants to Hire Fulbright as Regulatory Counsel -------------------------------------------------------------- Gordian Medical, Inc., dba American Medical Technologies, seeks permission from the Bankruptcy Court to employ Fulbright & Jaworski LLP, as its special regulatory counsel to provide legal services in connection with the Debtor's healthcare regulatory matters, including, but not limited to, the Medicare payment disputes and actions for judicial review of payment denials. On Nov. 30, 2011, the Debtor received a letter from AdvanceMed, a Medicare Zone Program Integrity Contractor engaged by Medicare to review claims, notifying it of AdvanceMed's determination to withhold Medicare payments due the Debtor effective Nov. 28, 2011. The Nov. 30 letter says that "the suspension of your Medicare payments is based on reliable evidence of an overpayment, or that the payments to be made may not be correct." The Debtor disputes Medicare's rights to handle the payment issues in this manner and is taking appropriate action to defend its rights. However, because the Debtor relies on Medicare payments for more than 90% of its revenue and is currently operating at a cash deficit of roughly $1.25 million per week, the viability of its business is threatened. Therefore, the Debtor had no choice but to seek protection under Chapter 11 of the Bankruptcy Code, which it believes will stabilize its situation so that it can continue to work with Medicare to resolve these payment issues. As a result of Fulbright's ongoing representation of the Debtor, Fulbright holds a prepetition claim against the estate for $229,329. Fulbright has requested a postpetition retainer of $50,000 to be held in Fulbright's client trust account to be applied against fees and costs incurred. To the best of the Debtor's knowledge, only Fulbright and not any of its partners, of counsel, or associates is a creditor, equity security holder, or an "insider" of the Debtor as that term is defined in Section 101(31) of the Bankruptcy Code. To attorneys currently expected to be principally responsible for the case, and their hourly rates are: Professional Hourly Rate ----------------- ----------- Fredrick Robinson $775 Lesley Reynolds $525 Mark Faccenda $450 Cory Goldberg $425 Selina Spinos $340 About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GORDIAN MEDICAL: Court Approves GlassRatner as Financial Advisor ---------------------------------------------------------------- The Bankruptcy Court authorized Gordian Medical Inc. to employ GlassRatner Advisory & Capital Group LLC as its financial advisor. GlassRatner was retained by the Debtor pre-bankruptcy to provide financial advisory services. In the one-year period preceding the Petition Date, GlassRatner received $130,000 from the Debtor, of which $67,000 was applied against prepetition fees and costs. The balance of the funds was $63,000. The Debtor will pay the firm at these hourly rates: Michael Issa $450 Kerry Krisher $450 Brad Smith $250 Patrick Lacy $175 Other Consultants $175-$350 About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GORDIAN MEDICAL: Committee Taps Landau Gottfried as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Gordian Medical, Inc., seeks permission from the Bankruptcy Court to retain Landau Gottfried & Berger LLP as its general bankruptcy counsel. The firm will: (a) advise the Committee with respect to its duties, powers and responsibilities in the Debtor's bankruptcy case; (b) ensure that the Committee complies with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Bankruptcy Local Rules; (c) advice the Committee with respect to various options available for resolution of the Debtor's bankruptcy case; (d) advice the Committee with respect to motions and applications filed by the Debtor and other parties and present the Committee's positions to the Court;' (e) examine and advice the Committee on claims and causes of action that may belong to the estate; and (f) perform other legal services as may be required by the Committee. The attorneys who will primarily responsible for the representation of the Debtor and their hourly rates are: Rodger Landau $540 Michael Gottfried $540 Monica Rieder $385 Roye Zur $300 To the best of the Committee's knowledge, LGB does not hold or represent any interest adverse to the Committee or the Debtor's estate. About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GORDIAN MEDICAL: Gets Approval to Hire Pachulski Stang as Counsel ----------------------------------------------------------------- The Bankruptcy Court authorized Gordian Medical Inc., dba American Medical Technologies, to employ Pachulski Stang Ziehl & Jones LLP as its counsel. The Debtor will pay the firm at these rates: Samuel R. Maizel, Esq. $725 Scotta McFarland, Esq. $615 Mary D. Lane, Esq. $595 Felice Harrison, paralegal $275 The firm was retained by the Debtor to provide restructuring advice prior to the bankruptcy filing. In the one year period pre-bankruptcy, Pachulski received $270,000 from the Debtor of which $175,000 was applied against prepetition fees and costs. As of the bankruptcy filing, the balance of the funds was $95,000. About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GORDIAN MEDICAL: Abernathy Approved as Communications Consultant ---------------------------------------------------------------- The Bankruptcy Court authorized Gordian Medical, Inc., to employ The Abernathy Macgregor Group, Inc., as its corporate communications consultant. The firm will: (a) prepare materials to be distributed to the Debtor's employees explaining the impact of the Chapter 11 case; (b) draft correspondence to creditors, vendors, employees and other interested parties regarding the Chapter 11 case; (c) prepare written guidelines for head office and location managers to assist them in addressing employee and customer concerns; (d) prepare news releases for dissemination to the media for distribution; (e) interface and coordinate media reports to contain the correct facts and the Debtor's perspective as an ongoing basis; (f) assist the Debtor in maintaining its public image as a viable business and going concern during the Chapter 11 reorganization process; (g) assist the Debtor in handling inquiries and develop internal systems for handling those inquiries; and (h) perform other strategic communications consulting services as by be required by the Debtor. Per the Agreement, the Debtor agreed to pay Abernathy for its services at these hourly rates: Rivian Bell, $450; Sydney Isaacs, $400; and Emily Adams, $150. About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GORDIAN MEDICAL: Gets OK to Obtain Credit from Wright Express ------------------------------------------------------------- The Bankruptcy Court authorized Gordian Medical, Inc., dba American Medical Technologies, to obtain credit from Wright Express secured by a $55,000 deposit. The Court also authorized the Debtor to pay the prepetition claim of Wright Express for $5,239. The Court held that the amount at issue is de minimis and the payment in question is critically important to the operation of the Debtor's business. Wright Express furnishes gasoline credit cards to the employees of the Debtor for use at any gasoline station to purchase fuel for company cars. The Debtor has been utilizing the credit services of Wright Express since April 2007 and finds it is a reasonable and expedient manner in which to keep track of fuel costs that average approximately $55,000 per month and to assist the employees with their necessary travel expenses. Wright Express, as of the filing of the Chapter 11 case, discontinued its services to the Debtor and its employees thereby eliminating the employees' ability to use the credit cards to purchase fuel in order to conduct company business and the Debtor's ability to easily track fuel expenses. About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. The Debtor estimated assets and debts of up to $50 million. It has $4.3 million in cash and $31.1 million in receivables due from Medicare. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The company has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtor's counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GRANITE DELLS: Files Schedules of Assets and Liabilities -------------------------------------------------------- Granite Dells Ranch Holdings LLC filed with the Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $2,219,134 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $130,034,368 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $26,653,459 ----------- ------------ TOTAL $2,219,134 $156,687,828 A full text copy of the company's scheduled of assets and liabilities is available free at: http://bankrupt.com/misc/GRANITE_DELLS_sal.pdf About Granite Dells Ranch Holdings Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962) in Phoenix, on March 13, 2012. Judge Redfield T. Baum PCT Sr. oversees the case. The Debtor is represented by Alan A. Meda, Esq., at Stinson Morrison Hecker LLP. Cavan Management Services, LLC is the Debtor's manager. David Cavan, member of the firm, signed the Chapter 11 petition. Arizona ECO Development LLC, which acquired a $83.2 million 2006 loan by the Debtor, is represented by Snell & Wilmer L.L.P. The resolution authorizing the Debtor's bankruptcy filing says the Company is commencing legal actions against Stuart Swanson, AED, and related entities relating to the purchase by Mr. Swanson of a promissory note payable by the Company to the parties that sold a certain property to the Company. According to Law 360, AED sued Granite Dells on March 6 asking the Arizona court to appoint a receiver. Arizona ECO is foreclosing on a secured loan backed by 15,000 acres of Arizona land. GRANITE DELLS: U.S. Trustee Unable to Form Committee ---------------------------------------------------- The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Granite Dells Ranch Holdings LLC an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. About Granite Dells Ranch Holdings Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962) in Phoenix, on March 13, 2012. Judge Redfield T. Baum PCT Sr. oversees the case. The Debtor is represented by Alan A. Meda, Esq., at Stinson Morrison Hecker LLP. The company scheduled $2,219,134 in assets and $156,687,828 in liabilities. Cavan Management Services, LLC is the Debtor's manager. David Cavan, member of the firm, signed the Chapter 11 petition. Arizona ECO Development LLC, which acquired a $83.2 million 2006 loan by the Debtor, is represented by Snell & Wilmer L.L.P. The resolution authorizing the Debtor's bankruptcy filing says the Company is commencing legal actions against Stuart Swanson, AED, and related entities relating to the purchase by Mr. Swanson of a promissory note payable by the Company to the parties that sold a certain property to the Company. According to Law 360, AED sued Granite Dells on March 6 asking the Arizona court to appoint a receiver. Arizona ECO is foreclosing on a secured loan backed by 15,000 acres of Arizona land. HARTFORD FINANCIAL: Moody's Issues Summary Credit Opinion --------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Hartford Financial Services Group, Inc. The release includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Hartford Financial Services Group, Inc. (The). Moody's current ratings on Hartford Financial Services Group, Inc. (The) are: Senior Unsecured (domestic currency) ratings of Baa3 Junior Subordinate (domestic currency) ratings of Ba1, (hyb) Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3 Subordinate Shelf (domestic currency) ratings of (P)Ba1 Junior Subordinate Shelf (domestic currency) ratings of (P)Ba1 Preferred Shelf (domestic currency) ratings of (P)Ba2 Commercial Paper ratings of P-3 Ratings Rationale Hartford Financial Services Group, Inc. (NYSE: HIG), senior debt rated Baa3, is an insurance and financial services holding company that offers P&C as well as life insurance products through its insurance operating subsidiaries. Hartford Fire (IFS at A2) is among the largest P&C insurers in the US, while Hartford Life (IFS at A3) is a significant writer of group life insurance and disability markets. The company benefits from excellent name brand recognition and multiple distribution channels. On March 21, 2012, HIG announced plans to shift its strategic focus to its P&C operations, group benefits, and mutual fund businesses, and to place its US annuity business into runoff and pursue a sale of its individual life, retirement plans and Woodbury Financial Services business. Although Moody's believes that the shift in focus towards the P&C operations and shut down the higher-risk life operations is a positive development for both the P&C group and the company as a whole, Moody's believes that it will take a long time for the changes to materially affect the group's total risk given the nature of variable annuity contracts. Moody's continues to monitor the risk of further investment charges (particularly given the group's exposure to commercial real estate, structured securities, and preferred stock of financial institutions), and the ongoing exposure to guarantees embedded in the company's inforce variable annuity policies. Despite these challenges, Moody's believes that the company's current capital position is robust enough to withstand a certain degree of volatility and uncertainty associated with these concerns. Rating Outlook Moody's has a stable outlook on the HIG parent company, the P&C subsidiaries, and most of the life insurance subsidiaries. However; Moody's has a negative outlook on Hartford Life & Annuity Insurance Company, which contains the majority of the group's run- off individual annuity business. What to Watch For: - Progress in restructuring the company, including the runoff of the variable annuity business, and the intended sale of the individual life, retirement plan, and Woodbury Financial Services business. - Statutory earnings or capital volatility related to the company's disability and variable annuity businesses - Adverse loss trends in some of the company's P&C commercial insurance lines (such as workers' compensation), pressuring revenue and profitability What Could Change the Rating - Up - Upgrade of the financial strength ratings of the company's lead operating P&C and/or life companies - Sustained consolidated earnings coverage of interest above 6x What Could Change the Rating - Down - Downgrade of the financial strength ratings of the company's lead operating P&C and/or life companies - Financial leverage greater than 40% and earnings coverage of interest below 4x The methodologies used in this rating were Moody's Global Rating Methodology for Life Insurers published in May 2010, Moody's Global Rating Methodology for Property and Casualty Insurers published in May 2010, Moody's Guidelines for Rating Insurance Hybrid Securities and Subordinated Debt published in January 2010, and Moody's Short-Term Insurance Financial Strength Rating published in November 1999. HEMCON MEDICAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: HemCon Medical Technologies, Inc. fdba HemCon, Inc. 10575 SW Cascade Avenue, #130 Portland, OR 97223 Bankruptcy Case No.: 12-32652 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court District of Oregon Judge: Elizabeth L. Perris About the Debtor: HemCon Medical Technologies, Inc. -- http://www.hemcon.com/-- founded in 2001, develops, manufactures, and markets innovative technologies that control bleeding resulting from trauma or surgery. HemCon products are designed for use by military and civilian first responders as well as medical professionals in hospital, dental and clinical settings where rapid control of bleeding is of critical importance. HemCon is headquartered in Portland, Ore., with additional commercial operations in Ireland and the Czech Republic. The filing comes after an en banc decision by the U.S. Court of Appeals for the Federal Circuit on March 15, 2012, which affirmed an award of $34.2 million in damages to Marine Polymer Technologies Inc. in a patent infringement case initiated in 2006. HemCon's European subsidiary is not subject to the Chapter 11 proceedings. Debtor's Counsel: Albert N. Kennedy, Esq. TONKON TORP LLP 888 SW 5th Avenue, #1600 Portland, OR 97204 Tel: (503) 802-2013 E-mail: al.kennedy@tonkon.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Nick Hart, CFO. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Marine Polymer Technologies Judgment $34,200,000 107 Water Street Danvers, MA 01923 Ryan Kromholz & Manion, S.C. Legal Services $1,052,273 P.O. Box 26618 Milwaukee, WI 53226 Cardinal Health 200, LLC Distribution $1,000,000 7000 Cardinal Place Contract Dublin, OH 43017 Miller Nash LLP Legal Services $489,660 P.O. Box 40324 Portland, OR 97204 Washington County Tax Business Taxes and $308,023 Property Tax Payment Center P.O. Box 3587 Portland, OR 97208 Puget Sound Blood Center Supply of Raw $190,585 Materials for Research University of Cincinnati Research $124,925 Univ. of New South Wales Research $112,560 TSI Capital Equipment $96,175 AMRI Burlington, Inc. Supply of Raw $64,450 Materials for Research FedEx Freight to Customers $48,662 Hogan Lovells US LLP Legal Services $39,828 Massachusetts General Hospital Services for the $25,000 Provision of Research Express Personnel Services Contract Personnel $24,751 Synthesia, A.S. Supply of Raw $24,476 Materials for Research OpenClinica LLC Services for the $21,417 Provision of Research Graphic Arts Center Supply of Raw $21,071 Materials for Research Wuxi AppTec, Inc. Supply of Raw $17,760 Materials for Research Univ. of Minn. Particle Services for the $17,652 Calibration Lab Provision of Research VWR Int'l, Inc. Supply of Raw $15,960 Materials for Research HOMER CITY: S&P Lowers Rating on Senior Secured Notes to 'CCC' -------------------------------------------------------------- Standard & Poor's Rating Services lowered its rating on Homer City Funding LLC's senior secured notes due 2019 and 2026 to 'CCC' from 'B'. "The rating remains on CreditWatch with negative implications, where we placed it on Feb. 29, 2012. The '1' recovery rating on the debt is unchanged," S&P said. "The downgrade reflects the potential that repayment terms will be adversely revised to help prevent payment default over the next several years while cash flow is very low and while the project installs $750 million of emissions-control equipment under the potential control of the owners/lessors," said Standard & Poor's credit analyst Terry Pratt. "Low natural gas prices, slack demand, and lower capacity market prices have resulted in reduced revenues for EME Homer City from its lease and operation of the merchant coal-fueled 1,884 MW Homer City plant in Pennsylvania. Strong prospects for continued low power prices suggests depressed cash flow for some time, but large retirements of older coal plants and increased demand could provide uplift to power prices and capacity market prices by 2015," S&P said. "EME Homer City did make the lease rent debt payment in early April, so there is no payment default on the Homer City Funding debt. It is possible that a letter of credit supporting the debt service reserve could be terminated because the equity piece was not paid; if not replaced with cash, the lease structure could come under additional stress," S&P said. "If adverse changes to repayment terms occur or appear highly certain to us - such as deferrals, payment-in-kind, or exchanging for below par and so on - we would lower the rating on the debt to CC/Negative and then lower it to 'D' upon consummation of any such agreement, in accordance with our rating criteria. We would then return the debt rating to its fundamental level based on the business and financial risks," S&P said. HORIZON LINES: Incurs $229.4 Million Net Loss in 2011 ----------------------------------------------------- Horizon Lines, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $229.41 million on $1.02 billion of operating revenue for the fiscal year ended Dec. 25, 2011, a net loss of $57.97 million on $1 billion of operating revenue for the fiscal year ended Dec. 26, 2010, and a net loss of $31.27 million on $979.35 million of operating revenue for the fiscal year ended Dec. 20, 2009. The Company's balance sheet at Dec. 25, 2011, showed $639.81 million in total assets, $805.79 million in total liabilities and a $165.98 million total stockholders' deficiency. A copy of the Form 10-K is available for free at: http://is.gd/J0LZF8 About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. For 2011, Ernst & Young LLP did not include a "going concern" qualification in report on the Company's financial statements. Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. HORIZON LINES: Reaches Agreement in Principle to Reduce Debt ------------------------------------------------------------ Horizon Lines, Inc., has signed a restructuring support agreement with more than 96% of its noteholders to further deleverage the Company's balance sheet in connection with and contingent upon a restructuring of the vessel charter obligations related to the Company's discontinued trans-Pacific service. "We greatly appreciate the support of our noteholders to help facilitate this potential restructuring to reduce the company's indebtedness, and also thank our employees for their continued dedication and hard work," said Stephen H. Fraser, President and Chief Executive Officer. "Over the past year, Horizon Lines has taken a number of actions to restructure our business, reduce debt and improve liquidity. We believe these additional steps will solidly position the Company for sustained investment in our business and improved profitability. "Among the actions taken in the past year, we completed a comprehensive $652.8 million refinancing of the Company's entire capital structure in October 2011," Mr. Fraser said. "We also terminated the unprofitable Five-Star Express ("FSX") trans- Pacific container shipping service in the fourth quarter of 2011, and exited the third-party Logistics business earlier in 2011, in order to focus on our core domestic services. Additionally, in January of 2012, we completed a mandatory debt-to-equity conversion of $49.7 million of the Company's 6.00% Series B Mandatorily Convertible Senior Secured Notes." Following termination of the FSX service, the Company discontinued the use of five non-Jones Act qualified container vessels that are subject to "hell or high water" charters under which the Company?s obligations are absolute and unconditional. The aggregate annual charter hire for the vessels is approximately $32.0 million. For the past several months, the Company has been exploring sub- charter opportunities for the vessels, and at the same time engaging in discussions regarding a restructuring of the charters for the vessels in an effort to mitigate ongoing charter expense, lay-up costs, insurance expense and maintenance costs. The restructuring support agreement provides, among other things, that substantially all of the remaining $228.4 million of the Company's 6.00% Series A and B Convertible Senior Secured Notes will be converted into 90% of the Company's stock, or warrants for non-U.S. citizens (subject to limited equity retention to existing equity holders on terms to be agreed, and to dilution for a management incentive plan). The remaining 10% of the Company's common stock would be available in connection with the restructuring of Horizon's vessel obligations. To that end, the conversion of the Convertible Secured Notes is contingent upon a number of conditions, including the Company's restructuring of its charter obligations with respect to the vessels. The Company expects, and the restructuring support agreement expressly contemplates, that these transactions, or certain legally binding interim steps required to complete these transactions, will be consummated prior to the filing of its 2011 Form 10-K Annual Report. Horizon Lines also announced that it will file a Form 12b-25 with the Securities and Exchange Commission, seeking an extension to file its 2011 Form 10-K. The Company and its auditors require additional time to complete the review and analysis of the Company's financial statements, due to the 2011 fourth-quarter financial restructuring and discontinuance of its FSX trans- Pacific service. Horizon Lines expects to issue its 2011 fourth quarter financial results in conjunction with the filing of its 2011 Form 10-K Annual Report on or before April 10, 2012. Preliminary Fourth-Quarter Earnings Results On a continuing operations basis, the Company expects to report a GAAP operating loss of $6.4 million and adjusted operating income of $5.5 million on revenue of $264.3 million for the fiscal fourth-quarter, ended Dec. 25, 2011. This compares with a GAAP operating loss of $32.6 million and adjusted operating income of $4.3 million on revenue of $256.1 million a year earlier. Adjusted operating income for the 2011 fourth quarter excludes charges of $14.0 million for antitrust-related legal settlements and expenses, employee severance and equipment impairment charges, partially offset by a $2.1 million gain resulting from a reduction of the goodwill impairment charge recorded in the 2011 third quarter. In the 2010 fourth quarter, adjusting operating income excluded $36.9 million in charges for antitrust-related legal settlements and expenses, restructuring costs related to a non- union workforce reduction, an equipment impairment charge, and costs for union employee severance. On a continuing operations basis, fourth-quarter container volume totaled 60,279 revenue loads, down 5.8% from 63,977 revenue loads for the fourth quarter of 2010, which contained an extra week. Excluding the additional week in 2010, container volume for the 2011 fourth quarter increased 0.2% from 60,133 loads a year ago on a comparable basis. Container rates, net of fuel surcharges, totaled $3,136 in the 2011 fourth quarter, compared with $3,124 for the same period a year ago. Fuel costs averaged $665 per metric ton in the 2011 fourth quarter, a 42.4% increase from $467 a year ago. About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 25, 2011, showed $677.4 million in total assets, $801.7 million in total liabilities, and a stockholders' deficit of $124.3 million. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. "The Company believes the Oct. 5, 2011 refinancing transactions more fully described in Note 18 to these financial statements have resolved the concern as to compliance with debt covenants throughout the remainder of 2011," the Company said in the filing. "In addition, the Company believes it will be in compliance with its debt covenants through 2012." Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. HOSPITAL DAMAS: Court Denies Claimants' Plea to Dismiss Case ------------------------------------------------------------ The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has denied medical practice claimants' motion to dismiss the Chapter 11 case of Hospital Damas, Inc. The Court found that the claimants have failed to establish the Debtor's lack of good faith and, by extension, that the Debtor committed fraud. Claimants Nitza Enid Sanchez Rodriguez, Alma Estela Sanchez Rodriguez, Jose Ivan Sanchez Rodriguez, Altamira Rodriguez Perez, Carlos Alberto Rodriguez Perez, Alba Marta Rodriguez Perez, Dr. Sonia Hodge, Rusell Rodriguez Perez, and Mayra Lillian Nigaglioni Rodriguez claimed that the Debtor misled the Court and its creditors. They said that the certifications that the Puerto Rico Department of Health issued establish that the Debtor is not licensed to manage and operate a health facility. The Claimants said that the Debtor failed to answer the Question #18 of the Statement of Financial Affairs, which requires the Debtor to provide the nature, the location and the name of the business. According to the Claimants, information in its schedules and statement is unreliable in as much the Debtor states that it operates under a lease agreement with Fundacion Damas, a not-for-profit corporation that owns the real property on which the hospital facility known as Hospital Damas is located. "We have seen that said operation is illegal as it has not been authorized by SARAFS (Auxiliary Secretary for the Regulation and Accreditation of Health Facilities). The Disclosure Statement and Plan of Reorganization also rely in the lease and therefore creditors have not received truthful and reliable information. This omission certainly affects their capacity to get paid under a plan of reorganization," the Claimants stated. The Claimants said that the Plan was not confirmable as it commits third parties that aren't obliged under the Plan. Both the plan and disclosure statement state that medical malpractice creditors will be paid from the $1,007,047 that are deposited with a trust. "The Trust belongs to Fundacion, an entity different from the Debtor, that has not committed its resources to the plan," the Claimants said. The Debtor opposed dismissal by denying any bad faith on its part and alleging, among other things, that the Debtor has been operating the hospital since 1987 and that operation is legal and accepted by the pertinent regulatory agency. The Unsecured Creditors' Committee also opposed dismissal alleging that the Claimants failed to carry their burden of showing that cause exists under section 1112 even if the court were to find that the Debtor lacked the required licenses to operate the hospital. The evidence presented establishes that the Debtor has been operating Hospital Damas since 1987. The evidence also establishes that, at least as of Feb. 17, 2012 (the date of the two SARAFS certifications), the Debtor didn't have the CNC (certificate of need and convenience) and license from the Puerto Rico Department of Health required to operate a hospital facility under Puerto Rico Law. The Debtor has been operating for 25 years a hospital facility under a CNC and license issued to Fundacion Damas. The CNC and license requirement is something that should have been taken care of in 1987 when Fundacion Damas transferred the hospital operation to the Debtor. No evidence was presented by any party as to why it was not. The Claimants didn't present any evidence from which the Court could draw a reasonable inference that the Debtor had anything to gain by not putting the CNCs and licenses from the PRDOH in the Debtor's name prior to the filing of the motion to dismiss. The Court finds that since there was sufficient confusion at the PRDOH regarding the CNCs and licenses of Hospital Damas to lead the PRDOH to erroneously issue a CNC to the debtor on Dec. 16, 1999 to increase the hospital operation by 25 beds, it is reasonable to infer that the Debtor itself inadvertently failed to realize that there was a problem with its CNCs and licenses prior to the filing of the motion to dismiss. The Court takes into consideration the facts that the PRDOH has known, at least since 2001, that the Debtor has been operating and administering Hospital Damas and that the PRDOH has itself been inconsistent in the issuance of licenses to operate Hospital Damas. Some licenses are issued to Hospital Damas, Inc.; others, to Hospital Damas of Fundacion Damas, Inc.; while others, to Fundacion Damas, Inc. The general unsecured creditors voted in favor of the initial plan of reorganization; therefore, there is a reasonable likelihood that the amended plan will be confirmed within a reasonable time. The monthly operating reports show that the Debtor has millions in cash on hand that will be used to fund the amended plan. There is no evidence that there is a continuing loss or diminution of the estate coupled with a lack of reasonable likelihood of rehabilitation. About Hospital Damas Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general acute care hospital, providing critical care, general medical and skilled nursing services. Debtor is a wholly owned subsidiary of Fundacion Damas Inc. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on Sept. 24, 2010. According to its schedules, the Debtor disclosed US$24,017,166 in total assets and US$21,267,263 in total liabilities. Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto Rico, represent the Debtor as counsel. Jorge P. Sala Law Offices serves as the Debtor's labor law special counsel, to be assisted by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C. Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga., represent the Official Committee of Unsecured Creditors as counsel. HOSPITAL DAMAS: Wants to Renew Appointment of FPV as Auditors ------------------------------------------------------------- Hospital Damas, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Puerto Rico to renew appointment of FPV & Galindez, PSC, as the Debtor's external auditors and special financial advisor in hospital related matters. Prior to the filing of its Chapter 11 petition, the Firm had acted as the Debtor's external audit firm since the year ended on Dec. 31, 2007, and had audited the Debtor's financial statements for the years ended Dec. 31, 2007, 2008, and 2009 and for the 12 months periods ended Sept. 30, 2009, and 2008, through Aug. 19, 2010. On Jan. 12, 2011, the Debtor filed its application for the appointment of the Firm to conduct the external audit of the Debtor's books and records for the year ended on Dec. 31, 2010, and to provide the Debtor special financial advice in hospital matters, which the Court granted on Feb. 10, 2011. The Debtor wishes to renew the Firm's services as its external auditor to conduct the external audit of the Debtor's books and records for the year ended Dec. 31, 2011, as well as to provide the Debtor special financial advice in hospital related matters, on basis of these hourly rates: Partners & Associates $180 Director of Consulting $140 Managers $125 Seniors $85 Staff $75 Julio A. Galindez at FPV & Galindez, CPA, PSC, attests to the Court that the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. ICG REAL ESTATE: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: ICG Real Estate Advisors, LLC 18530 Mack Avenue, Suite 335 Grosse Pointe Farms, MI 48236 Tel: (248) 351-0099 Bankruptcy Case No.: 12-48896 Chapter 11 Petition Date: April 9, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor About the Debtor: ICG Real Estate Advisors -- http://icgreit.com- - manages Inheritance Capital Group, LLC, a private equity commercial real estate firm founded in 2006 with international capabilities based in Southfield, Michigan. ICG Real Estate Advisors claims to be the only minority owned enterprise in the country certified by the Minority Business Development Council (MBDC) to buy and sell corporate sale lease backs. Debtor's Counsel: Kenneth A. Nathan, Esq. NATHAN ZOUSMER, P.C. 29100 Northwestern Highway, Suite 310 Southfield, MI 48034 Tel: (248) 351-0099 E-mail: knathanecf@nathanneuman.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Adrienne Lance Lucas, member. Debtor's List of Its Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ General Retirement System of Guarantee of $40,000,000 Detroit Real Estate Loan 908 Coleman A. Young Municipal Center Detroit, MI 48226 David W. Warre, Esq. Attorney Fees $50,000 Joelson Rosenberg, PLC 30665 Northwestern Highway, Suite 200 Farmington Hills, MI 48334 Douglas D. Hampton, Esq. Legal Fees $50,000 Hampton Law Group 2000 Town Center, Suite 1900 Southfield, MI 48075 Kandace Weems Norris Cumby & Attorney Fees $35,000 Weems LLP Daniel C. Flint, Esq. Attorney Fees $25,000 Gordon R. Follmer Accounting Fees $3,000 Dawn Lamsa, CPA Accounting Fees $1,500 AXA Equitable Life Insurance Guarantee of Real $1 Company Estate Loan INDIANAPOLIS DOWNS: Agrees on Dual-Track Restructuring ------------------------------------------------------ Indianapolis Downs LLC is asking the bankruptcy judge to extend its exclusive period to propose a Chapter 11 plan through and including April 18, 2012 and the exclusive period to solicit acceptances of that plan through and including July 5, 2012. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the Debtor said it has reached an agreement with second-lien creditors and Fortress Investment Group LLC on a sale of the business or a reorganization plan, whichever is better for the lenders. The Debtor said it negotiated a restructuring term sheet providing for a sale of the business if the price is satisfactory to the second-lien lenders. If the price isn't good enough, the track would seek confirmation of a reorganization plan by Aug. 10. The parties are currently working on a definitive agreement spelling out their support for a plan or sale of the assets. The Debtors began the marketing process on March 26, 2012. The process is structured to obtain the highest and best bids for the assets. A hearing on the requested exclusivity extension is set for April 23. About Indianapolis Downs Indianapolis Downs LLC operates Indiana Live -- http://www.indianalivecasino.com/-- a combined race track and casino at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. In July 2001, Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. Epiq Bankruptcy Solutions is the claims and notice agent. JEFFERSON COUNTY, AL: Trial on Use of Sewer Revenue Begins ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Jefferson County, Alabama, and holders of $3.1 billion in defaulted sewer bonds began a three-day trial April 11 where the U.S. Bankruptcy Court in Birmingham will decide how much revenue from the sewer system can be kept from bondholders and used instead to repair and upgrade the system. Bondholders contend nothing that be withheld aside from expenses explicitly listed in the bond documents. The county believes bankruptcy law gives the right to divert more revenue from payment of bondholders' interest. Holders of the sewer debt argue that precluding them from receiving some revenue from the sewer system is an uncompensated taking of property in violation of the Fifth and 14th Amendments to the U.S. Constitution. Under an interim settlement, bondholders are receiving $5.5 million a month. The settlement, expiring in May, was intended to generate some cash flow for bondholders until the bankruptcy judge decides how much they are entitled to receive. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. At the end of March, Financial Guaranty Insurance Co., which guaranteed about half of the $3.1 billion in sewer bonds sold by Jefferson County, Alabama, filed papers asking the bankruptcy judge in Birmingham to allow the receiver for the sewer system to complete the process of raising rates. In June 2011, the receiver was set to raise the rates 25 percent before he held off the plan in favor of discussions that led to agreements on slower-paced increases and an overall restructuring. JESCO CONSTRUCTION: Can Employ L. Kelly Baker as Accountant ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi has granted JESCO Construction Corporation permission to employ L. Kelly Baker, CPA, PA, as accountant. The firm will: a. prepare financial statements; b. assume primary responsibility for the filing of necessary tax returns; and c. provide other general accountant services as the Debtor may require from time-to-time. The Firm has agreed to perform the services at these hourly rates: L. Kelly, Baker, CPA $175, or $250 for out- of-town work Senior Accountants $90 Mr. Baker assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Jesco Construction Corp. Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a Delaware Corporation, specializes in disaster response and was part of the Hurricane Katrina cleanup. It filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012. Judge Katharine M. Samson presides over the case. Attorneys at the Law Offices of Craig M. Geno, PLLC, serve as counsel for the Debtor. In its schedules, the Debtor disclosed $100 million in assets and $14,662,901 in liabilities. LEHMAN BROTHERS: Initial Payouts to Creditors Total $22.5 Billion ----------------------------------------------------------------- Lehman Brothers Holdings Inc. disclosed that in a court filing the percentage recovery that will be distributed to holders of allowed claims against various former Lehman Debtors when the initial distributions begin on April 17, 2012. Lehman's initial distribution to creditors will total approximately $22.5 billion. This distribution includes both payments to 3rd party creditors and payments among the Lehman Debtors, and does not include $4.4 billion of cash reserved for disputed claims (see Exhibit B to the court filing, Docket # 27312, for further detail). Lehman believes that this will be the largest initial distribution ever made by a company emerging from bankruptcy, with over 12,000 individual payments. Separately, about $6 billion of unrestricted cash on hand will not be distributed and will be reserved for operating and non- operating expenses, other commitments, anticipated investments in assets including Archstone, and other secured, administrative, priority and convenience claims. In accordance with the Modified Third Amended Joint Chapter 11 Plan that was confirmed on December 6, 2011, subject to available funds, the second distribution to creditors is anticipated to be made on or around September 30, 2012. The Plan, Disclosure Statement and related filings, including the filing referred to above, can be found at www.lehman-docket.com in the "Key Documents" section. Questions relating to the initial distribution can be directed to the Debtors' claims agent, Epiq Systems, Inc., at 1-866-879-0688 (U.S.) and 1-503-597-7691 (Non- U.S.) beginning on April 17, 2012. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. Lehman is set to make its first payment to creditors under its $65 billion payout plan on April 17, 2012. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEVI STRAUSS: Reports $49.3 Million Net Income in Q1 2012 --------------------------------------------------------- Levi Strauss & Co. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $49.29 million on $1.16 billion of net revenues for the three months ended Feb. 26, 2012, compared with net income of $39.16 million on $1.12 billion of net revenues for the three months ended Feb. 27, 2011. The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion in total assets, $3.30 billion in total liabilities, $6.20 million in temporary equity, and a $96.49 million total stockholders' deficit. "We had a good start to the fiscal year. We're pleased with our performance in the first quarter, and we delivered these results despite the pressure of high-priced cotton," said Chip Bergh, president and chief executive officer. "Conditions remain challenging in some parts of the world. As we move through the remainder of the year our focus will be driving profitable growth through the core pillars of our business." "Given the challenges we anticipated in the first half of 2012, we're pleased with our strong cash flow and our improved working capital position," said Blake Jorgensen, chief financial officer of Levi Strauss & Co. A copy of the Form 10-Q is available for free at: http://is.gd/ZqJQrv About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'B+' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-'. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. LIBERATOR INC: Files Form S-8, Registers 5 Million Common Shares ---------------------------------------------------------------- Liberator, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registering 5 million shares of common stock issuable under the Company's 2009 Stock Option Plan. The proposed maximum aggregate offering price is $900,000. A copy of the prospectus is available for free at http://is.gd/rCtpcV About Liberator Inc. Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider of goods and information to consumers who believe that sensual pleasure and fulfillment are essential to a well-lived and healthy life. The information that the Company provides consists primarily of product demonstration videos that the Company shows on its Web sites and instructional DVD's that the Company sells. The Company had a net loss of $801,252 for the year ended June 30, 2011, following a net loss of $1.03 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $4.21 million in total assets, $5.13 million in total liabilities and a $920,159 total stockholders' deficit. Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its financing requirements and attain profitable operations. LUMBER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Lumber Products, an Oregon Corporation dba Lumber Products Holdings and Management Company dba Sunrise Wood Products, Inc. dba Lumber Products Washington, Inc. dba Millwork & Components, Inc. dba Components & Millwork, Inc. dba Wood Window Distributors, Inc. dba D & J Wood Resources, Inc. dba Brady International Hardwoods Company 19855 SW 124th Avenue Tualatin, OR 97062 Bankruptcy Case No.: 12-32729 About the Debtor: Lumber Products -- http://www.lumberproducts.com/-- is a wholesale distributor of some of the finest hardwood lumber, hardwood plywood, and door and millwork products to the Northwest, Intermountain, and Southwest states since 1938. Chapter 11 Petition Date: April 11, 2012 Court: U.S. Bankruptcy Court District of Oregon Judge: Elizabeth L. Perris Debtor's Counsel: Robert L. Carlton, Esq. SUSSMAN SHANK LLP 1000 SW Broadway, #1400 Portland, OR 97205 Tel: (503) 227-1111 E-mail: rcarlton@sussmanshank.com Scheduled Assets: $10,000,001 to $50,000,000 Scheduled Liabilities: $10,000,001 to $50,000,000 The petition was signed by Craig Hall, president and chief operating officer. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lemieux Doors Trade $2,075,724 350, Parc Industriel Windsor Canada, QC J1S 2T2 Columbia Forest Products Trade $1,833,117 7900 Triad Center Drive, Suite 200 Greensboro, NC 27409-9075 Masonite Corporation Trade $1,024,286 1 N. Dale Mabry, Suite 950 Tampa, FL 33609-2771 Simpson Door Company Trade $974,339 Dept 911800 Denver, CO 80291-1800 Roseburg Forest Products Co Trade $868,340 P.O. Box 4500 Portland, OR 97208-4500 Therma-Tru Doors Trade $685,725 601 Re Jones Road Butler, IN 46721 Mt Baker Plywood Co Trade $497,692 2929 Roeder Avenue Bellingham, WA 98225-2065 Timber Products Sales Co Trade $403,668 305 South 4th Street Springfield, OR 9747 Lamination Technology Trade $318,084 1213 Avenue C White City, OR 97503-1085 Northwest Hardwoods Inc. Trade $272,287 820 A. Street, Suite 500 Tacoma, WA 98402-5297 Bright Wood Corporation Trade $242,989 Gary Amoth Trucking Inc. Trade $221,786 Endura Products Inc. Trade $209,809 Somerset Hardwood Lumber Trade $202,611 Flakeboard America Ltd. Trade $175,030 Haley Brothers Trade $156,926 Kwikset Trade $138,148 HB&G Building Products Inc. Trade $132,015 Pike Lumber Co Inc. Trade $123,847 Ike Trading Co Ltd Trade $123,005 M & D INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: M & D Investments, LLC 2601 S. Bayshore Drive Suite 850 Miami, FL 33133 Bankruptcy Case No.: 12-18671 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: James B Miller, Esq 19 W Flagler St #416 Miami, FL 33130 Tel: (305) 374-0200 Fax: (305) 374-0250 E-mail: bkcmiami@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Alexander Marin, executive president/CEO. M WAIKIKI: Files Second Amended Joint Disclosure Statement ---------------------------------------------------------- M Waikiki LLC and the Davidson Family Trust have filed a second amended disclosure statement in support of its joint plan of reorganization dated April 6, 2012. The sources of Cash necessary for the Debtor to pay Allowed Claims that are to be paid in Cash under the Plan will be: A. the Debtor's Cash on hand as of the Effective Date; B. Cash arising from the operation and sale of the Hotel and other Assets on or after the Effective Date; C. Cash in the amount of $34,581,186 -- composed of the Cash component of the Exit Capital Contribution in the amount of $2,000,000 plus a portion of the Secured Exit Loan -- to be provided to the Debtor by the Davidson Trust or one of its affiliates on the Effective Date, which the Debtor will use to pay, inter alia, the Olson Settled Claim Amount, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Miscellaneous Secured Claims, Allowed General Unsecured Claims, and any portion of the Allowed Wells Fargo Secured Claim payable to Wells Fargo on the Effective Date; and D. any Cash generated or received by the Debtor on or after the Effective Date from any other source, including any recoveries from the prosecution of all Causes of Action. After the Effective Date, the Debtor will retain ownership and control over the management of the Hotel and all other Assets in its Estate, pursuant to the New Operating Agreement. After the Effective Date, Aqua/Modern will continue to manage the Hotel pursuant to its modified and assumed management agreement. The Manager of the Debtor shall be McKinney Advisory Group, Inc., acting through Damian McKinney. On the Effective Date, McKinney Advisory Group will receive 0.1% of the New Senior Equity in consideration for its services as the Debtor's Manager from and after the Effective Date. Additional funding in the amount of approximately $9.2 million will be available to the Debtor, as needed, to fund reserves for Marriott's Secured Claim, litigation costs, and working capital. The Secured Exit Loan Documents will include these terms, among others: (i) Interest: From the Effective Date until the Secured Exit Loan is paid in full, interest will accrue on the principal amount thereof at the rate of 8% per annum. The Debtor will pay annual interest payments on January 15 of each year, commencing with Jan. 15, 2016, at a pay rate equal to 2% per annum, provided only that (A) the Debtor is then current on any payments due and owing on the Wells Fargo Plan Note and any payments due and owing to Marriott on the Allowed Marriott Unsecured Claim, if any, and (B) the Debtor has maintained a debt service coverage ratio of at least 1.2 for the monthly payments due under the Wells Fargo Plan Note during the immediately preceding 12-month period. All interest in excess of the pay rate will accrue and be paid only after the Wells Fargo Plan Note has been paid in full. (ii) Principal: The principal amount of the Secured Exit Loan will become due and payable only upon the sale of the Hotel or the occurrence of an event of default under the Secured Exit Loan Documents, or the Maturity Date of the Wells Fargo Plan Note, and will be subordinate to the payment in full of all sums then due under the Wells Fargo Plan Note. (iii) Collateral: The Secured Exit Loan will be secured by a Lien on all of the collateral that secures the Wells Fargo Plan Note, but will in all events be junior to the Lien on the collateral that secures the Wells Fargo Plan Note. During the Bankruptcy Case, Marriott has asserted that some or all of the Claims held by the Davidson Trust are improperly characterized as secured debt and are instead equity interests in the Debtor, and that the Davidson Trust is a recipient of a fraudulent transfer by receiving a secured lien with respect to $15 million of funds advanced to the Debtor. The Davidson Trust disputes Marriott's assertions. The provisions of the Plan will constitute a good-faith compromise and settlement of all claims or controversies relating to the proper characterization of any Claim held or asserted by the Davidson Trust. In particular, pursuant to the Plan, the Davidson Trust will: A. voluntarily subordinate the Allowed Davidson Trust Secured Claim (Class 6) and the Allowed Davidson Trust Unsecured Claim (Class 11) to the payment of (i) all Allowed General Unsecured Claims (Class 8) in full, (ii) the Allowed Aqua/Modern Claims (Class 9) in full, and (iii) the Marriott Unsecured Claim (Class 10), if it is Allowed (which the Debtor disputes), in full; provided, however, to the extent that the Marriott Unsecured Claim is equitably or contractually subordinated and/or may be accorded different treatment pursuant to the Bankruptcy Code as set forth in Section 5.10(b)(ii)(A) of the Plan, it is not required to be paid in full; and B. provide the Exit Funding with over $37 million in Cash on the Effective Date plus nearly $9.2 million of additional Cash as a line of credit to fund certain reserves for the Debtor after the Effective Date. According to the Debtor, because the Plan Settlement provides for cash funding by the Davidson Trust in an amount sufficient to pay all Allowed Unsecured Claims in full, this result is better than could be achieved even if the Debtor were successful in subordinating the Davidson Secured Claim or re-characterizing it as equity. In consideration for these substantial benefits provided by the Davidson Trust to fund and implement the Plan, the Davidson Trust will receive 99.9% of the New Senior Equity in the Debtor. A previous iteration of the Plan, reported by the Troubled Company Reporter on Feb. 6, 2012, contemplates an exit funding of $39,195,285 from the Davidson Trust on the Effective Date. That Exit Funding was to have two components: an exit capital contribution of $4,500,000 in cash and the secured exit loan of $34,695,285. In exchange for the exit capital contribution, the Davidson Trust will receive 19% of the New Senior Equity in the reorganized Debtor. A full-text copy of the second amended disclosure statement is available at http://bankrupt.com/misc/MWAIKIKI_ds2a.pdf As reported by the Troubled Company Reporter on April 10, 2012, the Bankruptcy Court has scheduled the combined confirmation hearings to begin on June 1, continue June 4-8, and pick up again July 9-13. The protracted hearings are because Marriott is proposing a reorganization plan to compete with the hotel's. Marriott has filed its own Chapter 11 plan for the Debtor. According to the Disclosure Statement dated Feb. 27, 2012, the Marriott Plan provides for full payment in cash of allowed claims for all classes, except for equity interests. The Plan is financed by the Proponents' proposed purchase of the estate assets. Specifically, on the Effective Date, the Proponents will transfer to the estate: i) cash in an amount to be determined by the Proponents, in their sole discretion, by or before the Effective Date that is sufficient to fund the Plan; and ii) the release of the Marriott Secured and Unsecured Claims; the transfer will be in contemporaneous exchange for the estate's transfer to Marriott all estate assets, including claims that have been or may be brought by the estate before the Bankruptcy Court or otherwise. In the event that Marriott is not the successful purchaser, the Marriott secured and unsecured claims will not be waived or released. A full-text copy of the Marriott Disclosure Statement is available for free at http://bankrupt.com/misc/M_WAIKIKI_ds.pdf About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., and James P. Muenker, Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to the Debtor. The Debtor tapped XRoads Solutions Group, LLC, and Xroads Case Management Services, LLC, as its financial and restructuring advisor. The Debtor disclosed $216,116,142 in assets and $135,085,843 in liabilities as of the Chapter 11 filing. Modern Management is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. MICROBILT CORP: Files Outline for 1st Amended Reorganization Plan ----------------------------------------------------------------- MicroBilt Corporation and CL Verify, LLC submitted to U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement explaining the First Amended Plan of Reorganization. According to the Disclosure Statement, the Plan is predicated upon the reorganization of the Debtors. After the confirmation order is entered, the Debtors will continue in business as Reorganized Debtors. Under the Plan, the Debtors propose to treat claims as: Class Estimated Percentage Recovery ----- ----------------------------- Class 1 (Non-Tax Priority Claims) 100% Class 2 (General Unsecured Claims) 75% - 100% Class 3 (Equity Interests) 100% Class 4 (Secured Claims) 100% A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MICROBILT_CORPORATION_ds_1stamendedplan.p df About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. The Debtors tapped Lowenstein Sandler PC as their counsel, and Maselli Warren, PC, as their special litigation counsel. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. No trustee, examiner or committee has been requested or appointed in these Chapter 11 cases. MISTER BEE: To Resume Operations With Investor's Help ----------------------------------------------------- The Associated Press reports that Mister Bee Potato Chips Co. is resuming production with the help of a private investor. Mister Bee says in a news release that production will resume in the middle of the second quarter. It didn't identify the private investor, but says the investor and others involved in Mister Bee are committed to keeping its operations in Parkersburg, W.Va. According to the AP, since filing for bankruptcy, Mister Bee says it has restructured its organization and operations. Mister Bee Potato Chip Company -- http://www.shopmisterbee.com/-- makes potato ship in West Virginia. The family-owned company was founded in 1951 by Leo and Sara Klein. It serves West Virginia, Ohio and eastern Kentucky. The Company handles its products by direct-store-delivery. It filed for Chapter 11 protection (Bankr. S.D. W.V. Case No. 11-40244) on Nov. 21, 2011. Judge Ronald G. Pearson presides over the case. Marshall C. Spradling, Esq., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. NH SIMPSON: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------- Debtor: NH Simpson Partnership 6360 Van Nuys Blvd Ste 204 Van Nuys, CA 91401 Bankruptcy Case No.: 12-13355 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: Rachel S. Ruttenberg, Esq. LAW OFFICES OF MARK E GOODFRIEND 16255 Ventura Blvd., Suite 205 Encino, CA 91436 Tel: (818) 783-8866 Fax: (818) 783-5445 E-mail: rruttenberg@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-13355.pdf The petition was signed by Jim Kolodaro, general partner. NORTEL NETWORKS: Amendment to Jefferies Retention Order Approved ---------------------------------------------------------------- The Bankruptcy Court has authorized Nortel Networks to implement an amendment to the terms of the previously approved retention of Jefferies & Company as investment banker. Under the amended retention, Jefferies' compensation structure will be modified pursuant to the Application as follows: A. Monthly Fee Amount: Pursuant to the Expansion Order, Jefferies' monthly fee was reduced from $250,000 to $200,000 on and after Feb. 1, 2010. As modified, Jefferies' monthly fee will (i) be reduced to $50,000 per month for the period beginning on Jan. 1,2012, and concluding on March 31, 2012, and (ii) be $150,000 per month thereafter. B. Crediting Mechanism: Pursuant to the Expansion Order, 50% of the monthly fees paid to Jefferies for services rendered on and after Aug. 1, 2010, are credited against the transaction fee payable to Jefferies under the Engagement Letter. As modified, (i) during the Initial Period, Jefferies' monthly fees will not be credited against the transaction fee payable to Jefferies under the Engagement letter and (ii) thereafter, 50% of the monthly fees paid to Jefferies for services rendered will be credited against the transaction fee payable to Jefferies under the Engagement Letter. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Office of the United States Trustee for the District of Delaware has appointed an Official Committee of Unsecured Creditors in respect of the Debtors, and an ad hoc group of bondholders has been organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel has collected almost $9 billion for distribution to creditors. Of the total, US$4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTEL NETWORKS: Wants Mediator for Retiree Welfare Plans --------------------------------------------------------- Nortel Networks Inc. asks the Bankruptcy Court for the entry of an order appointing a neutral mediator concerning the modification or termination of the Nortel Retiree Welfare Plans and the Nortel LTD Plans and authorizing the Debtors to pay the costs of engagement. The Retiree Committee and LTD Committee were appointed in August 2011 in order to engage in negotiations with the Debtors regarding the modification or termination of employee benefits currently provided to their constituents. Despite the passage of over seven months, and the Debtors having provided voluminous information to the advisors to the Committees, the Committees have not engaged in any serious negotiation regarding the modification or termination of the benefits, and to date have not responded to the proposals made by the Debtors to each of the Committees on Jan. 17, 2012. While the Debtors remain willing to explore the possibility of negotiating consensual termination of the benefit plans before seeking more substantive relief from the Court, such negotiations must proceed promptly and in earnest, rather than the plodding pace seen to date. The Debtors believe that the appointment of a neutral third-party mediator in this case is a means for furthering the hope of achieving a consensual resolution to the modification or termination of the Plans. It is well within the Court's power to appoint a mediator in these circumstances. The Debtors believe that retention of a neutral third-party mediator's services will be instrumental in resolving issues related to the modification or termination of the Plans and in moving the settlement negotiations forward. The Debtors already have committed significant resources to this process since the Committees were appointed and are mindful of the continued costs of providing benefits to retirees and long-term disabled individuals at a time where they are nearing completion of the wind-down of their estates. In 2012, the Debtors' remaining workforce will be reduced to a few essential employees and it is anticipated that the cost of providing Retiree and LTD benefits will constitute almost 2.5 times the cost of the annual payroll and benefits for the Debtors' active employees. Ann C. Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, informs the Court that as of April, the Debtors will employ only 47 active employees, which headcount is expected to drop to only 15 employees in July 2012, and to only 4 employees by the end of the year. At the last meeting of the Committees, there were more professionals and Committee members in attendance than the Debtors have active employees. While it is the Debtors' view that the Plans allow the Debtors to terminate benefits without incurring additional liability, the Debtors have proposed a generous and reasonable settlement that would provide some compensation to the affected employees and are willing to negotiate to see whether a consensual solution can be reached. However, such negotiations require the Committees to actively engage in substantive discussions. It is the Debtors' view that the involvement of a neutral third-party will expedite and improve the process. While the Debtors could move to terminate the Retiree Welfare Plans pursuant to section 1114(g), and could terminate the LTD Plans without Court authorization, Ms. Cordo submits that the Debtors would prefer to modify the Plans with the Committees' consent. However, if agreements are not reached soon, the Debtors will be forced to seek termination of the Plans without such consent. While the Debtors anticipate that the Committees will oppose such relief, the Debtors must continue the wind-down of their remaining operations and cannot continue to fund the Plans indefinitely to the detriment of other creditors of the Debtors' estates and the completion of their wind-down efforts. This is particularly the case now that the mediation to allocate the sale proceeds amongst the various Nortel estates will be commencing in earnest, and the pathway to the confirmation of the Debtors' Joint Chapter 11 Plan is in sight. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Office of the United States Trustee for the District of Delaware has appointed an Official Committee of Unsecured Creditors in respect of the Debtors, and an ad hoc group of bondholders has been organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel has collected almost $9 billion for distribution to creditors. Of the total, US$4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTHCORE TECHNOLOGIES: Acquires Envision for $1 Million -------------------------------------------------------- Northcore Technologies Inc. has released additional details in regard to its acquisition of Envision Online Media Inc. As previously announced Northcore has acquired Envision, an Ottawa based software development company and Microsoft Partner. Envision has been one of the most respected boutique solutions providers in the National Capital Area for over a decade and brings a complementary product and skill set to Northcore. The purchase price of $1,000,000 will be satisfied by $300,000 cash payment and $700,000 through the issuance of 7,777,777 common shares at $0.09. The cash payment will be satisfied by $100,000 cash payment at closing with the remaining $200,000 to be paid over the next two years, subject to achieving specific performance criteria. Further disclosure on Envision's portfolio and capabilities can be found on their web presence located at www.Envisiononline.ca. About Northcore Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed C$2.91 million in total assets, C$415,000 in total liabilities and C$2.49 million in total shareholders' equity. ON ASSIGNMENT: Moody's Assigns 'Ba3' CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned to On Assignment, Inc. a Ba3 Corporate Family Rating ("CFR") and a Ba3 rating on a new $540 million senior secured credit facility that will be used to finance the acquisition of Apex Systems, Inc. Moody's concurrently assigned a B1 Probability of Default Rating and an SGL-2 Speculative Grade Liquidity Rating. The ratings outlook is stable. Moody's assigned the following ratings (and Loss Given Default assessments): - Corporate Family Rating, Ba3 - Probability of Default Rating, B1 - Speculative Grade Liquidity Rating, SGL-2 - Proposed $50 million first lien revolver due 2017, Ba3 (LGD3, 32%) - Proposed $490 million first lien term loan due 2019, Ba3 (LGD3, 32%) These ratings are subject to Moody's review of final documentation. A credit opinion will be available on moodys.com. Ratings Rationale On Assignment's Ba3 CFR reflects initial pro forma financial leverage (debt / EBITDA) of 4.5 times using Moody's standard adjustments. While high for the rating level, Moody's expects leverage to fall below 4 times by year-end from debt repayment and organic revenue and earnings growth. The temporary IT and healthcare staffing industries are expected to grow at double- digit rates in 2012, as healthcare staffing continues to recover from near-cyclical lows and IT staffing benefits from strong underlying secular demand trends. "Over the longer-term, the merger could provide On Assignment with the opportunity to cross- sell IT services such as medical record automation to its healthcare customers", stated Moody's analyst Suzanne Wingo. Also factored into the ratings are integration and cultural risks inherent in the acquisition of a large business that has previously been operated as a stand-alone company. Like other staffing companies, On Assignment is highly vulnerable to macroeconomic factors such as rising unemployment and a pullback in spending on capital projects. However, the Apex business performed relatively well in 2009 and may help soften the impact of the next down cycle on the consolidated company's results. Moody's expects On Assignment to maintain a good liquidity profile over the next twelve months, as indicated by the SGL-2 rating. Because of its focus on professional staffing niches with high bill rates, On Assignment realizes higher profitability margins than its rated peers. Profits, along with favorable tax elections, should continue to convert into strong free cash flow generation of at least $75 million in the next four quarters. Liquidity is supplemented by a somewhat modest $50 million revolver, which could be drawn at closing by up to $10 million. If drawn, Moody's expects the revolver to be fully repaid by year-end. The stable outlook anticipates that On Assignment will successfully integrate the Apex acquisition and begin reducing debt. The outlook also reflects Moody's expectation that On Assignment will maintain market share and grow revenues in line with industry averages over the next 12-18 months, while maintaining stable profitability margins and a good liquidity profile. The ratings could be upgraded if On Assignment materially reduces debt such that financial leverage and free cash flow to debt could be sustained below 3.5 times and above 10%, respectively, in a downturn. The ratings could be downgraded if revenues or cash flow decline significantly, or if the company makes additional debt-financed acquisitions that result in financial leverage sustained above 4.5 times or free cash flow to debt falling below 8%. The principal methodology used in rating On Assignment was the Global Business & Consumer Service Industry Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. California-based On Assignment is a leading professional staffing firm, specializing in the technology, healthcare, and life sciences sectors. Pro forma for the Apex acquisition, 2011 revenues were approximately $1.3 billion. ONE ALARM: S&P Rates $25-Mil. Revolver, $520-Mil. Term Loan 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '2' recovery rating to Romeoville, Ill.-based Protection One Alarm Monitoring Inc.'s $25 million senior secured revolving credit facility and $520 million first-lien term loan. The '2' recovery rating indicates our expectation for meaningful (70%-90%) recovery for lenders in the event of payment default," S&P said. "Our 'B' corporate credit rating and stable outlook on Protection One remain unchanged and reflect our view that the company's 'highly leveraged' financial risk profile and modest cash flows are likely to preclude sustained de-leveraging. We consider the company's business risk profile 'weak', reflecting its limited scale compared with its largest competitor, and the fact that its revenue has only recently stabilized," S&P said. RATINGS LIST Protection One Alarm Monitoring Inc. Corporate Credit Rating B/Stable/-- New Ratings Protection One Alarm Monitoring Inc. Senior Secured $25 mil revolving credit facility B+ Recovery Rating 2 $520 mil first-lien term loan B+ Recovery Rating 2 OPTIONS MEDIA: Delays Form 10-K for 2011 ---------------------------------------- Options Media Group Holdings, Inc., is unable to file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2011, by the prescribed date of March 30, 2012, without unreasonable effort or expense because its internal accountants need additional time to complete portions of the Report as a result of the transition to a new business of the Company. The Company intends to file its Report on or prior to the prescribed extended date. About Options Media Boca Raton, Fla.-based Options Media Group Holdings, Inc., had historically been an Internet marketing company providing e-mail services to corporate customers. Additionally, Options Media has a lead generation business and disposed of its SMS text messaging delivery business. In 2010, Options Media transitioned by changing its focus to smart phones and acquiring a robust anti- texting program that prohibits people in vehicles from texting, e- mailing, and reading such communications while moving. As part of its focus on mobile software applications, Options Media has also broadened its suite of products by continuing to improve the features of its Drive Safe(TM) anti-texting software. In conjunction with this change of focus, in February 2011, Options Media sold its e-mail and SMS businesses. Options Media retains its lead generation business. The Company also reported a net loss of $11.93 million on $525,103 of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $5.79 million on $633,208 of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.37 million in total assets, $5.76 million in total liabilities, and a $2.39 million total stockholders' deficit. As reported in the TCR on May 31, 2011, Salberg & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about Options Media Group Holdings' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has a net loss of $9.86 million, and net cash used in operations of $2.02 million for the year ended Dec. 31, 2010, and a working capital deficit and an accumulated deficit of $524,157, and $22.74 million respectively at Dec. 31, 2010. The independent auditors noted that the Company has also discontinued certain operations. PARKER DRILLING: Moody's Affirms 'B1' Senior Note Rating -------------------------------------------------------- Moody's Investors Service affirmed Parker Drilling's senior note rating at B1 following the announcement that the company plans to issue $125 million of 9 1/8% notes in an add-on offering with the proceeds to retire its 2.125% convertible senior notes. The Corporate Family Rating (CFR) and the Probability of Default Rating were affirmed at B1. The outlook is stable. "The replacement of the convertible notes with additional senior notes is credit neutral," said Stuart Miller, Moody's Vice President -- Senior Analyst. "Operationally, the company continues to post solid results and has maintained its leverage at conservative levels." Ratings Rationale The major driver to Parker's B1 CFR is its exposure to the cyclical contract drilling market. As a relatively small player in the drilling rig business, the company has carved out a niche as a provider of specialized drilling rigs along with a willingness to work in remote and harsh locations worldwide. Parker's drilling rigs are used under relatively short term customer commitments that generate little backlog which causes variability in rig utilization rates and day rates for the company. In addition, as a result of operating in developing and undeveloped countries, Parker is often exposed to political risk. The CFR is positively influenced by the strong financial performance of Parker's rental tools business. Having built a reputation as a reliable source for high-quality drill pipe in the U.S., Parker has been able to generate significant levels of cash flow in its rental tools business. Rental tools contributed about 70% of the company's EBITDA in 2011, and the expected future growth in the drilling of horizontal wells should lead to improving levels of cash flow from this business line. With much of Parker's Alaskan rig construction projects complete, the company should finally begin to see cash flow from these long-delayed projects in 2012. According to Moody's Loss Given Default Methodology, the repayment of the unguaranteed convertible notes with the proceeds of new senior notes would suggest a one notch differential between the CFR and the senior note rating -- the modeled result is a B2 senior note rating. However, the model results were over-ridden due to the strengthening operating performance and improved leverage position of Parker. If this trend continues, a positive rating action will be contemplated for the CFR, but a more normal one-notch differential for the senior notes would likely result. Parker has good liquidity, reflecting its cash balance of approximately $97 million and nearly full availability under its $80 million secured revolving credit as of December 31, 2011. The credit facility matures in May 2013 and Moody's expects that Parker will maintain adequate headroom under its covenants in 2011. Financial covenants include Debt/EBITDA of 4.0x, Secured Debt/EBITDA of 1.5x and EBITDA/Interest Expense of 2.5x. Drawings under the revolver are subject to a borrowing base calculation based on the value of certain accounts receivable, barge drilling rigs, and rental equipment. After the repayment of the convertible senior notes, Parker will have no other material near term debt maturities. The rating outlook is stable and assumes that Parker will maintain conservative fiscal and operating policies. There is limited upside at this time for Parker's ratings given the company's relatively small size, the volatility and capital intensity of the contract drilling sector, and the inherent business and political risks from its international operations. Should the ratio of debt to EBITDA fall below 2.0x and the Alaskan projects begin to generate cash flow, a positive action could be considered depending on the outlook at that time for all of the company's business lines. Materially increased leveraged, tightening liquidity, or weakening results in the rental tools business could negatively pressure the ratings. The principal methodology used in rating Parker Drilling was the Global Oilfield Services Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Parker Drilling Company is headquartered in Houston, Texas. PDQ COOLIDGE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: PDQ Coolidge Formad, LLC c/o Mr. Salomon Yuken 300 SW 12th Avenue, Suite 322A Miami, FL 33130 Bankruptcy Case No.: 12-18495 Chapter 11 Petition Date: April 8, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark About the Debtor: According to myfloridalicense.com, the Debtor is doing business as Peppertree Shores Apartment and has an Orange, Florida license to operate apartments. Debtor's Counsel: John D. Linder, Esq. AARONSON SCHANTZ P.A. 100 SE 2 Street, 27th Floor Miami, FL 33131 Tel: (786) 594-3000 E-mail: dlinder@aspalaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- PDQ Cooformad Washores, LLC 12-18496 04/08/12 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Salomon Yuken, manager. PEMCO WORLD: Taps Young Conaway as Bankruptcy Counsel ----------------------------------------------------- Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ the law firm of Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel. Young Conaway will, among other things: -- provide legal advice with respect to the Debtors' powers and duties in the continued operation of their businesses and the management of their assets; -- prepare on behalf of the Debtors necessary applications, motions, answers orders, reports, and other legal papers; and -- appear in Court and otherwise protecting the interests of the Debtors before the Court. The Debtors intend to employ Kirkland & Ellis LLP as special counsel; Bayshore Partners, LLC as investment banker; and AlixPartners, LLP as financial advisor. The hourly rates of Young Conaway personnel are: Robert S. Brady, partner $700 Michael R. Nestor, partner $650 Jaime Luton Chapman, associate $355 Justin P. Duda, associate $305 Ian J. Bambrick, associate $285 Brenda Walters, paralegal $245 Pursuant to the engagement agreement, Young Conaway received a $75,000 retainer on Feb. 21, 2012, and a supplemental retainer of $75,000 on March 5. To the best of the Debtors' knowledge, Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PEMCO WORLD: Taps Bayshore Partners as Investment Banker -------------------------------------------------------- Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Bayshore Partners, LLC as investment banker. Bayshore will, among other things: -- assist the debtors in evaluating their strategic options with respect to the sale or recapitalization of their businesses; -- solicit and evaluate proposals from potential parties to a transaction; and -- coordinate the gathering of due diligence materials to be provided to selected potential parties to a transaction. The Debtors propose to pay Bayshore: 1. a monthly advisory fee of $25,000; and 2. a nonrefundable cash fee deemed earned upon the closing of a transaction, and payable immediately, and directly from the proceeds of the transaction or from the Debtors, as a necessary and reasonable cost of the transaction, equal to: -- $400,000; plus -- 2% of the consideration in excess of the credit bid amount. The Debtors agreed to indemnify and hold harmless Bayshore and each of its affiliates, and their respective directors, officers, controlling persons, agents, counsel, employees and other advisors from and against any and all judgments, losses, claims, damages, liabilities, fees, expenses, or costs related to arising out of Bayshore's engagement. To the best of the Debtors' knowledge, Bayshore is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PEMCO WORLD: Taps Epiq Bankruptcy as Administrative Advisor ----------------------------------------------------------- Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Epiq Bankruptcy Solutions, LLC as administrative advisor. The Debtors relate that Epiq was approved by the Court as their notice and claims agent. Epiq will, among other things: -- assist with, among other things, solicitation, balloting, and tabulation and calculation of votes, wells as preparing any appropriate reports, as required in furtherance of confirmation of the plan(s) of reorganization; -- generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; and -- gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs. To the best of the Debtors' knowledge, Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PEMCO WORLD: Wants Until May 4 to File Schedules and Statements --------------------------------------------------------------- Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until May 4, 2012, their time to file their schedules of assets and liabilities and statement of financial affairs. The Debtors relate that they need additional time to prepare the schedules and statements. About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PENN VIRGINIA: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Penn Virginia Resource Partners L.P. (PVR) to negative from stable. "At the same time, we affirmed our 'BB-' corporate credit rating on the partnership, and our 'B' rating on the senior unsecured debt; our '6' recovery rating on the unsecured debt is unchanged. As of Dec. 31 2011, PVR had $841 million of balance- sheet debt," S&P said. "The outlook revision reflects the substantially higher financial leverage pro forma for the $1 billion Chief Gathering LLC [Chief] acquisition and the volume risk associated with the gathering lines, which could jeopardize deleveraging plans," said Standard & Poor's credit analyst Nora Pickens. "Chief's gathering system overlays Penn Virginia Resource Partners L.P.'s (PVR) existing footprint in the dry gas area of the Marcellus and consists of more than 300,000 acres of dedicated production. The acquisition, by far the largest for PVR to date, marks a strategic shift for the partnership going forward, because it transforms its cash flow mix from historically coal-weighted to primarily midstream oriented." "We consider the rate of production ramp-up and aggregate throughput volumes as the key risks related to the transaction. While the Chief assets have 100% fee-based contracts, the majority of projected cash flow relating to the acquisition is volume sensitive and relies on a steep ramp-up in throughput from producers. In our view, the assets are situated in a region that achieves attractive economic returns compared with several dry gas fields across the U.S.; however, the unprecedented low natural gas price environment leaves PVR susceptible to the risk that operators do not ramp up production as forecast. Given the disparity between liquids and natural gas prices, the underlying business risks for the Chief assets are materially worse than most wet gas plays in the U.S.," S&P said. "The negative outlook reflects our view that volumes related to the Chief acquisition assets may not come on as PVR expects, and result in weak financial metrics for a sustained period of time. We could lower the rating if PVR experiences stagnant throughput, unanticipated operating issues, or cost overruns related to the construction of the Wyoming pipeline such that debt to EBTIDA is unlikely to decrease to less than 4.0x in 2013. We could revise the outlook to stable if we gain greater visibility on the partnership's ability to reduce financial leverage to the 3.5x- 4.0x range in 2013," S&P said. PGA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned B2 Corporate Family and Probability of Default ratings to PGA Holdings, Inc., owner of patient satisfaction survey firm Press Ganey. At the same time, Moody's assigned B1 (LGD 3, 39%) ratings to the company's proposed first lien senior secured credit facilities, including a $335 million senior secured first lien term loan and a $20 million senior secured first lien revolver. Moody's also assigned a Caa1 (LGD 6, 90%) rating to the proposed $90 million senior secured second lien term loan. The proceeds from the senior secured credit facilities will be used to refinance existing debt and pay transaction fees and expenses. This is the first time Moody's has publicly rated PGA Holdings, Inc. The outlook for the ratings is stable. All ratings are subject to review of final documentation. Moody's assigned the following ratings: $20 million senior secured first lien revolving credit facility, rated B1 (LGD 3, 39%) $335 million senior secured first lien term loan, rated B1 (LGD 3, 39%) $90 million senior secured second lien term loan, rated Caa1 (LGD 6, 90%) Corporate Family Rating, B2 Probability of Default Rating, B2 Ratings Rationale "The B2 Corporate Family Rating reflects PGA's small absolute size based on revenue and earnings, high financial leverage, and modest interest coverage," stated Moody's Analyst Daniel Gon‡alves. "However, Press Ganey's credit profile benefits from its leading market presence within the healthcare information and improvement services industry." On a pro forma basis as of December 31, 2011, Moody's estimates pro forma debt to EBITDA of 7.4 times, including Moody's adjustment to treat 75% of the company's preferred units at the parent holding company as debt in accordance with its practice with regard to the treatment of hybrid securities of this nature. Excluding the adjustment, Moody's estimates adjusted debt to EBITDA would be approximately 5.0 times. Over the intermediate- term, Moody's expects Press Ganey to benefit from favorable industry fundamentals and regulatory requirements imposed by the Center for Medicare and Medicaid Services (CMS), and also from an increase in pay-for performance initiatives on behalf of commercial payors. While the industry has few legal barriers to entry, Press Ganey's strong market share and excellent reputation provide it with a powerful and defensible position within this niche information services segment. This is demonstrated by the company's historically high client retention rates. Also benefiting the credit is Press Ganey's good customer diversity. The rating outlook is stable, and reflects Moody's expectation that the company will achieve mid-to-high single digit revenue and earnings growth over the next twelve months along with modest debt reduction, leading to reduced financial leverage. Given the company's small size and Moody's expectation of a modest absolute amount of free cash flow, Moody's expects the company's metrics to be strongly positioned at levels usually expected of higher rated companies. Over time, if the company exhibits sales and earnings growth such that adjusted leverage is sustained below 4.0 times (excluding the preferred adjustment) and free cash flow to debt exceeds 8%, the ratings could be upgraded. Moody's could downgrade the ratings if the company increases financial leverage or if cash flow weakens such that free cash flow is expected to be negative, or if liquidity deteriorates. From a financial metrics perspective, the ratings could be downgraded if adjusted debt to EBITDA (excluding the preferred adjustment) exceeds 5.5 times or if free cash flow turns negative on a sustained basis. The principal methodology used in rating PGA Holdings, Inc. was the Global Business & Consumer Service Industry published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in South Bend, Indiana, PGA Holdings, Inc., through its subsidiary Press Ganey Associates, Inc. ("Press Ganey") is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals (inpatient), medical practices and alternate-site (outpatient) providers. The company is privately-held by Vestar Capital Partners. During 2011, the company generated total revenues of approximately $217 million. PGA HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating to South Bend, Indiana-based PGA Holdings Inc. PGA is refinancing its existing, unrated debt. "Our outlook is stable," S&P said. "At the same time, we assigned an issue-level rating of 'B' to PGA's $20 million revolver and $335 million first-lien term loan B. The recovery rating on the revolver and first-lien term loan is '3', indicating our expectation for meaningful (50%-70%) recovery of principal in the event of payment default. We also assigned a 'CCC+' issue-level rating to PGA's $90 million second-lien term loan. The recovery rating on the second-lien term loan is '6', indicating our expectation for negligible (0 to 10%) recovery of principal in the event of payment default," S&P said. "We assess Press Ganey's business risk as weak, dominated by a niche operating focus in the moderately competitive, patient satisfaction and clinical performance surveying and benchmarking service business," said Standard & Poor's credit analyst Tahira Wright. "This is despite Press Ganey's well-established market position which has provided significant sources of recurring revenues. We view PGA's financial risk profile as 'highly leveraged,' including as debt the preferred units of PG Holdco LLC, PGA's parent. Adjusted leverage is well above 8x. We expect high-single-digit annual revenue growth while maintaining fairly steady EBITDA margins of around 38%." "We believe Press Ganey will benefit from demand generated by recently mandated compliance reporting requirements. Currently, demand largely is driven by health care providers seeking to improve clinical outcomes and measure performance for compensation purposes by benchmarking patient satisfaction survey results against peers. We expect new reporting requirements from the Centers for Medicare and Medicaid Services (CMS) and the overall push of health care reform to better measure clinical outcomes will further increase demand for Press Ganey's services. Demand has expanded in recent years as a result of CMS' currently required patient satisfaction measures from the Hospital and Home Health Consumer Assessment of Healthcare Providers and Systems (HCAHPS and HHCAHPS). We expect demand to further increase as a result of Medicare's reformed pay-for-performance reimbursement model that will become effective in 2013. This will require some providers to be measured against their peers on patient satisfaction and clinical performance for full reimbursement," S&P said. PITTSBURGH CORNING: Insurers Object to Chapter 11 Plan ------------------------------------------------------ Karlee Weinmann at Bankruptcy Law360 reports that two insurance companies raised objections to Pittsburgh Corning Corp.'s proposed Chapter 11 reorganization plan on Monday, arguing that provisions governing millions of dollars of asbestos settlement payouts are murky and could pose liability hazards for the insurers down the line. According to Law360, Mt. McKinley Insurance Co. and Everest Reinsurance Co. lodged their concerns in response to a judge's order directing Pittsburgh Corning and its parent, PPG Industries, to describe how the plan and related documents might be used in future insurance coverage litigation. About Pittsburgh Corning Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000, to address numerous claims alleging personal injury from exposure to asbestos. At the time of the bankruptcy filing, there were about 11,800 claims pending against the Company in state court lawsuits alleging various theories of liability based on exposure to Pittsburgh Corning's asbestos products and typically requesting monetary damages in excess of $1 million per claim. The Hon. Judith K. Fitzgerald presides over the case. Reed Smith LLP serves as counsel and Deloitte & Touche LLP as accountants to the Debtor. The United States Trustee appointed a Committee of Unsecured Trade Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the Committee of Unsecured Trade Creditors, and Pascarella & Wiker, LLP, as financial advisor. The U.S. Trustee also appointed a Committee of Asbestos Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of these professionals by the Committee of Asbestos Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell & Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as special insurance counsel; (iv) Legal Analysis Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L. Tersigni Consulting, P.C. as financial advisor, and (vi) Professor Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered. On Feb. 16, 2001, the Court approved the appointment of Lawrence Fitzpatrick as the Future Claimants' Representative. The Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as his special counsel, and Analysis, Research and Planning Corporation as his claims consultant. In 2003, a plan of reorganization was agreed to by various parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court issued an order denying the confirmation of that plan, citing that the plan was too broad in addressing independent asbestos claims that were not associated with Pittsburgh Corning. On Jan. 29, 2009, an amended plan of reorganization (the Amended PCC Plan) -- which addressed the issues raised by the Court when it denied confirmation of the 2003 Plan -- was filed with the Bankruptcy Court. QIMONDA AG: $33.7 Million Citibank Lawsuit Survives --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the $33.7 million lawsuit on behalf of creditors of Qimonda North America Corp. and affiliate Qimonda Richmond LLC against Citibank NA survived the bank's motion to dismiss. The creditors trust created under Qimonda's confirmed Chapter 11 plan sued the bank to recover a payment made about two months before bankruptcy in early 2009. The report recounts that Citibank issued a letter of credit to secure payment of bonds sold to the public. The bank had liens on some assets to secure its liability to pay bondholders. As Qimonda's financial condition deteriorated, the bank demanded more collateral. The issue was solved when Qimonda redeemed the bonds by transferring $47.9 million to Citibank, with $33.7 million being used to pay off the bonds. After Qimonda emerged from Chapter 11, the creditors' trust sued to recover the $33.7 million, claiming it was a preference paid within 90 days of bankruptcy. The bank filed a motion to dismiss, which U.S. Bankruptcy Judge Mary F. Walrath denied on March 26 in a 20-page opinion. Even though the safe harbor might protect bondholders from disgorging what they received, Judge Walrath, the report relates, said it doesn't protect the bank because the transfer was on account of a liability on a letter of credit, not a securities contract. The lawsuit is EPLG I LLC v. Citibank NA, 11-50603, U.S. Bankruptcy Court, District of Delaware (Wilmington). About Qimonda AG Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- roughly 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va. Qimonda AG commenced insolvency proceedings in a local court in Munich, Germany, on Jan. 23, 2009. On June 15, 2009, QAG filed a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under Chapter 15 of the U.S. Bankruptcy Code. Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10589) on Feb. 20, 2009. Mark D. Collins, Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at Richards Layton & Finger PA, in Wilmington Delaware; and Mark Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP, in New York City, represented the Debtors as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represented the Committee. In its bankruptcy petition, Qimonda Richmond, LLC, estimated more than US$1 billion in assets and debts. The information, the Chapter 11 Debtors said, was based on QR's financial records which are maintained on a consolidated basis with QNA. In September 2011, the Chapter 11 Debtors won confirmation of their Chapter 11 liquidation plan which projects that unsecured creditors with claims between US$33 million and US$35 million would have a recovery between 6.1% and 11.1%. No secured claims of significance remained. R4 ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: R4 Enterprises, LLC P.O. Box 404 Westmont, IL 60559 Bankruptcy Case No.: 12-14487 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: David P. Lloyd, Esq. GROCHOCINSKI, GROCHOCINSKI & LLOYD 1900 Ravinia Place Orland Park, IL 60462 Tel: (708) 226-2700 Fax: (708) 226-9030 E-mail: dlloyd@ggl-law.com Scheduled Assets: $8,171,200 Scheduled Liabilities: $10,827,800 A copy of the Company's list of four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb12-14487.pdf The petition was signed by Ray Shenouda, manager. R.E. LOANS: Hearing on B-4 Partners' Case Transfer Vacated ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas ordered that the stay of further proceedings in connection with the Involuntary Petition against B-4 Partners that would otherwise apply pursuant to Bankruptcy Rule 1014(b) before the Bankruptcy Court for the Northern District of California, Oakland Division, is modified to permit, among other things: i) the dismissal of the Involuntary Petition against B-4 Partners; ii) the Oakland Bankruptcy Court deciding whether or not an order for relief would be entered against B-4 Partners; and iii) in the event that the Oakland Bankruptcy Court decides that no such order for relief would be entered, allowing the Oakland Bankruptcy Court to award appropriate damages and sanctions on account of same, if appropriate and warranted. In the event that the Oakland Bankruptcy Court enters an order for relief against B-4 Partners, this Court will conduct a hearing on the Texas Transfer Motion at the time and any hearing on the Texas Transfer Motion will be continued until further order of this Court. The hearing calendared on the Texas Transfer Motion for April 16, 2012, is vacated. In a separate filing, the Court approved the Bar Date Stipulation. Fred Hjelmeset, the chapter 7 trustee for the debtors in the case of In re Walter & Maribel Ng, debtors which is pending in the Bankruptcy Court for the Northern District of California, will have until April 9, to amend the Chapter 7 Trustee claim to add new claims or causes of action against the Debtors and their estates based on further investigation. About R.E. Loans R.E. Loans, LLC, was, for many years, in the business of providing financing to home builders and developers of real property. R.E. Future LLC and Capital Salvage own the real property obtained following foreclosure proceedings initiated by R.E. Loans against its borrowers. R.E. Loans is the sole shareholder of Capital Salvage and the sole member of R.E. Future. B-4 Partners LLC is the sole member of R.E. Loans. As a result of the multiple defaults by R.E. Loans' borrowers, R.E. Loans has transitioned from being a lender to becoming a property management company. Lafayette, California-based R.E. Loans, R.E. Future and Capital Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge Barbara J. Houser presides over the case. Stutman, Treister & Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne Sewell LLP, in Dallas, represent the Debtors as counsel. James A. Weissenborn at Mackinac serves as R.E. Loans' chief restructuring officer. The Debtors tapped Hines Smith Carder as their litigation and outside general counsel. The Debtors tapped Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as special counsel in real estate matters. R.E. Loans disclosed $713,622,015 in assets and $886,002,786 in liabilities as of the Chapter 11 filing. Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents the Official Committee of Note Holders as counsel. R.E. LOANS: Court Modifies Automatic Stay on Rancho Las Flores -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved the stipulation modifying automatic stay to allow Wells Fargo Capital Finance, LLC, to exercise rights and remedies against Rancho Las Flores, LLC, in conjunction with R.E. Loans, LLC, with respect to the Promissory Note payable to R.E. Loans, LLC, by Rancho Las Flores, LLC. The Court also ordered that any cash proceeds obtained through the enforcement of the RLF Note (and the collateral securing the same) will be applied to R.E. Loans' obligation to Wells Fargo in the manner set forth in the DIP Financing Order. To the extent that the Riverside Bankruptcy Court lifts the automatic stay in the RLF Case to permit Wells Fargo and R.E. Loans to exercise their rights and remedies against the RLF property, securing the repayment of the RLF Note, any assets acquired by R.E. Loans at the subsequent foreclosure sale will continue to be automatically and without further action subject to the first-priority liens of Wells Fargo, together with any rents, revenues or proceeds therefrom. About R.E. Loans R.E. Loans, LLC, was, for many years, in the business of providing financing to home builders and developers of real property. R.E. Future LLC and Capital Salvage own the real property obtained following foreclosure proceedings initiated by R.E. Loans against its borrowers. R.E. Loans is the sole shareholder of Capital Salvage and the sole member of R.E. Future. B-4 Partners LLC is the sole member of R.E. Loans. As a result of the multiple defaults by R.E. Loans' borrowers, R.E. Loans has transitioned from being a lender to becoming a property management company. Lafayette, California-based R.E. Loans, R.E. Future and Capital Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge Barbara J. Houser presides over the case. Stutman, Treister & Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne Sewell LLP, in Dallas, represent the Debtors as counsel. James A. Weissenborn at Mackinac serves as R.E. Loans' chief restructuring officer. The Debtors tapped Hines Smith Carder as their litigation and outside general counsel. The Debtors tapped Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as special counsel in real estate matters. R.E. Loans disclosed $713,622,015 in assets and $886,002,786 in liabilities as of the Chapter 11 filing. Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents the Official Committee of Note Holders as counsel. REDDY ICE: To Seek Prepack Bankruptcy, Merger With Arctic Glacier ----------------------------------------------------------------- Reddy Ice Holdings, Inc., said Thursday it has filed its Annual Report on Form 10-K for the year ended Dec. 31, 2011, with the U.S. Securities and Exchange Commission and confirmed it intends to file a voluntary Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas. The Company's plan has the support of a majority of its lenders and major creditors. Reddy Ice said the balance sheet restructuring will ensure strong financial footing for the future and allow operations to continue uninterrupted. The Company has secured commitments from Macquarie Bank Limited for $70 million in debtor-in-possession financing to fund, among other things, the Company's working capital needs while in Chapter 11, and $50 million in exit financing to be available to the Company upon emergence from Chapter 11. Reddy Ice said the restructuring plan is intended to recapitalize the Company's business and provide it with the opportunity to pursue a strategic acquisition of all or substantially all of the operations and assets of Arctic Glacier Income Fund and its subsidiaries. Arctic Glacier filed for creditor protection under the Companies' Creditors Arrangement Act in Canada. The CCAA proceedings have been recognized under Chapter 15 of the Bankruptcy Code in the United States. In its CCAA proceedings, Arctic Glacier obtained court approval for and is implementing a Sale and Investor Solicitation Process seeking sale and investment proposals from qualified bidders for Arctic Glacier's business and assets. On March 28, 2012, Reddy Ice submitted a non-binding letter of intent for the purchase of all or substantially all of Arctic Glacier's operations and assets in accordance with the SISP. Reddy Ice said there can be no assurance it will be able to consummate an acquisition of Arctic Glacier. Reddy Ice said it expects to commence the bankruptcy case promptly. This process is not expected to have an impact on Reddy Ice's operations and the Company will seek to pay unsecured trade vendors in the ordinary course. Additionally, under the proposed Plan of Reorganization, which is subject to Bankruptcy Court approval, Reddy Ice is seeking to, among other things, pay unsecured trade vendors in full and provide its existing holders of common stock with a recovery, which would be increased if a transaction with Arctic is consummated. All customers will continue to be serviced without interruption. Phil Milford and Dawn McCarty, writing for Bloomberg News, report that Reddy Ice said it reached agreements with debt holders for a Chapter 11 reorganization to give second-lien noteholders new stock, while current shareholders will receive as much as 17 cents a share. In 2011, as EBITDA declined, the Company began to explore alternatives to address its capital structure. In recent months these efforts have accelerated, with an ad hoc committee of the largest holders of the Company's existing 11.25% Senior Secured Notes due 2015 -- First Lien Notes -- and 13.25% Senior Secured Notes due 2015 -- Second Lien Notes -- negotiating the terms of a restructuring of the Company's debt obligations. In addition, an agreement has been reached with the holders of the majority of the principal amount of the existing 10.50% Senior Discount Notes due 2012. "We expect to emerge from this restructuring as a much stronger company that is well positioned for investment in growth and enhanced profitability," said Gilbert M. Cassagne, Chief Executive Officer and President. Support agreements for the Plan of Reorganization have been executed by the holders of the majority of the principal amount of the First Lien Notes and Second Lien Notes as well as the Discount Notes. With the support of its lenders and creditors, the Company will seek to complete the restructuring process quickly, efficiently and without disruption to its business, and will request Court approval to emerge from bankruptcy in 45 days or less. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Reddy Ice said its financial position has been negatively affected by a weaker economic environment, higher commodity costs and heavy debt levels. For the fourth quarter, Reddy Ice reported a net loss of $33.3 million against a net loss of $29 million in the prior-year period. Revenue for the three months ended Dec. 31 dropped 1% to $54.9 million from $55.3 million. Operating expenses rose to $15.4 million from $12.6 million. For the full year, Reddy posted a net loss of $69.5 million from a net loss of $40.5 million a year earlier. Annual revenue increased 4% to $328.5 million from $315.5 million. Reddy Ice had $434.0 million in total assets and total current liabilities of $516.6 million, long-term obligations of $100,000 and deferred taxes and other liabilities, net of $14.1 million, and total stockholdrs' deficit of $96.8 million. A copy of Reddy Ice's annual report is available at http://is.gd/H7rXKM FTI Consulting may be reached through: Leigh Parrish FTI CONSULTING Tel: 212-850-5651 E-mail: leigh.parrish@fticonsulting.com About Reddy Ice Dallas, Texas-based Reddy Ice Holdings, Inc. (otcqb:RDDY) -- http://www.reddyice.com/-- is the largest manufacturer and distributor of packaged ice in the United States. With approximately 1,500 year-round employees, the Company sells its products primarily under the widely known Reddy Ice(R) brand to a variety of customers in 34 states and the District of Columbia. The Company provides a broad array of product offerings in the marketplace through traditional direct store delivery, warehouse programs and its proprietary technology, The Ice Factory(R). Reddy Ice serves most significant consumer packaged goods channels of distribution, as well as restaurants, special entertainment events, commercial users and the agricultural sector. RJB RETAIL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: RJB Retail, LLC dba Puppy Center 1148 New Britain Avenue West Hartford, CT 06110 Bankruptcy Case No.: 12-20843 Chapter 11 Petition Date: April 9, 2012 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: Ronald Chorches, Esq. LAW OFFICES OF RONALD I. CHORCHES LLC 449 Silas Deane Highway, 2nd Floor Wethersfield, CT 06109 Tel: (860) 563-3955 Fax: (860) 513-1577 E-mail: ronchorcheslaw@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb12-20843.pdf The petition was signed by Ronald J. Brunner, Jr., member. SAINT CATHERINE: Owners Abruptly End Meeting With Ex-Workers ------------------------------------------------------------ John E. Usalis, writing for Republican Herald, reports that more than 80 former employees of Saint Catherine Medical Center met with owner Robert M. Lane on Tuesday to get answers about the medical center's situation, but most came away frustrated. According to the report, Tuesday's meeting began at 1 p.m. and lasted about 25 minutes. As the employees left the building, many complained that they hadn't learned much about their personal situations or the hospital's fate. One employee was overheard saying that when the questioning of Mr. Lane became "slighty heated," Mr. Lane ended the meeting. The meeting came one day after the hospital filed for relief under Chapter 11 bankruptcy. The U.S. Department of Justice, Office of U.S. Trustee, appointed attorney William G. Schwab, Lehighton, as the Chapter 11 trustee. Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine Medical Center of Fountain Springs filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012. The Debtor estimated under $50,000 in assets and liabilities. The Debtor is represented by: John H. Doran, Esq. DORAN & DORAN, P.C. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: (570) 823-9111 Fax: (570) 829-3222 E-mail: jdoran@doran-law.net SBA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Boca Raton, Fla.-based wireless communications tower operator SBA Communications Corp. The outlook is stable. "We also assigned our 'BB' issue-level rating and '1' recovery rating to the company's proposed $200 million secured term loan A. The '1' recovery rating indicates expectations for very high (90%- 100%) recovery of principal in the event of payment default," S&P said. "In addition, we affirmed our 'BB' issue-level rating on SBA's senior secured term loan B and revolving credit facility, which was increased by $100 million, and will be increased by an additional $100 million. The '1' recovery rating on the debt remains unchanged," S&P said. "At the same time, we affirmed our 'B+' issue-level rating on senior unsecured debt at intermediate holding company SBA Telecommunications Inc., removing these ratings from CreditWatch with negative implications, where they were placed on Feb. 12, 2012. The outlook is stable," S&P said. "We rate senior notes at SBA Telecommunications Inc. a 'B+' with a '4' recovery rating, indicating expectations for average (30%-50%) recovery of principal in the event of payment default. We rate the $1.4 billion in senior secured credit facilities at SBA Senior Finance II LLC a 'BB' with a '1' recovery rating," S&P said. "The affirmation of the 'B+' corporate credit rating and stable outlook reflect our assessment that the company's overall business risk profile remains 'strong' with the completion of the Mobilitie transaction," said Standard & Poor's credit analyst Catherine Cosentino. "We had placed the corporate credit rating on CreditWatch Negative on Feb. 21, 2012 due to concerns that the acquisition could reduce SBA's overall business risk profile to 'satisfactory' based on Mobilitie's weaker business characteristics. Mobilitie towers have lower lease-up levels than that of tower portfolios of other operators, and include a revenue-sharing mechanism that reduces overall profitability potential for the towers as additional tenants are added. We also believed that the transaction could have resulted in heightened leverage of more than 9x." "We still believe that Mobilitie's towers may be slower to achieve colocation lease-up and have lower profit potential due to the revenue-sharing element. However, we also believe that this does not translate into a material difference in SBA's business risk assessment, since more than 80% of the SBA towers will still carry the same favorable business risk characteristics that support the strong business assessment, including lease-up of around 2.3 tenants per tower and tower gross profit margins and overall EBITDA margins exceeding 79% and 63%," S&P said. "In addition, as a result of a $285 million equity issuance and associated notes repayment through an equity clawback, 2011 leverage, pro forma for the acquisition, is nearly 9x, and we expect this to improve to around 8x by the end of 2012," S&P said. "The outlook is stable. The stable outlook incorporates the view that the company's leverage will remain high; debt to EBITDA, pro forma for Mobilitie, totaled nearly 9x for 2011 and is expected to improve only moderately to around 8x by year end 2012. Such leverage levels are not supportive of a higher rating over at least the next year, especially given SBA's targeted net debt leverage of 7x to 7.5x, before our adjustments, which translate into leverage of about 8x to 8.5x. Conversely, given the company's adequate liquidity, a downgrade is also unlikely unless leverage rises to the 10x area, with no expectation for near-term improvement. We believe this could occur and prompt a downgrade if the company's financial policy became materially more aggressive - for example, if it adopted a share repurchase program or paid a special dividend exceeding around $1.3 billion, and funded these actions with additional debt. Likewise, if the company increased leverage above 10x area to acquire or build additional towers that lacked anchor tenants or had much lower cash flow margins than their current tower base, this, too, could prompt a downgrade," S&P said. SCHOMAC GROUP: NSS RV Central Gets Continued Access to BOKF Cash ---------------------------------------------------------------- NSS RV Central OG Limited Partnership, debtor-affiliate of Schomac Group, Inc., et al., notified the U.S. Bankruptcy Court for the District of Arizona that BOKF, N.A. has consented to its continued use of the cash collateral, subject to a Court order limiting or terminating the use. The Debtor also stated that during the period, any interested party may file a written objection to the continued use of cash collateral. In the event an objection is filed, a hearing will be scheduled by the Court on that objection. About The Schomac Group & TEDCO Tucson, Arizona-based The Schomac Group, Inc., develops, constructs, manages, and invests in residential, industrial, and commercial real property. Tedco, Inc., invests in real property and in mortgages backed by real property. Schomac Group and Tedco filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11- 22717 and 11-22720) on Aug. 9, 2011. In its schedules, Schomac Group disclosed $48,929,897 in total assets and $34,583,005 in total liabilities. Judge Eileen W. Hollowell presides over the cases. Mesch, Clark & Rothschild, P.C., serves as the Debtors' counsel. Attorney for secured lender LNV Corp. is William Novotny, Esq., at Mariscal Weeks McIntyre & Friedlander, PA. SHOREBANK CORP: Jennifer Wynn Named Jamil Moore's Representative ---------------------------------------------------------------- The U.S. Trustee has amended the appointment of unsecured creditors committee in the bankruptcy case of The Shorebank Corporation to add Jennifer E. Wynn, as representative for Jamil Moore, a minor. Ms. Wynn is the mother of Mr Moore. Ms. Wynn can be contacted at: Jennifer E. Wynn c/o Richard S. Lauter Freeborn & Paters LLP 311 South Wacker Drive, Suite 300 Chicago, IL 60606 As reported by the TCR on March 27, 2012, the U.S. Trustee appointed Jamil Moore, The Bank of New York Mellon and Wilmington Trust Company as Committee members. About ShoreBank Organized in 1973 and incorporated under the state of Illinois, The ShoreBank Corporation was America's first and leading community development and environmental bank holding company. SBK was a registered bank holding company for, among others, its subsidiary, ShoreBank in Chicago, a state chartered non-member bank. The Bank was subject to oversight and regulation by its primary regulator, the Illinois Department of Financial and Professional Regulation. On Aug. 20, 2010, the Bank was closed by the IDFPR, and the Federal Deposit Insurance Corp. was named receiver. The FDIC sold substantially all of the Bank's assets to Urban Partnership Bank. SBK's principal asset and source of income was its investment in the Bank. The Bank Closure has had a significant adverse affect on SBK's liquidity, capital resources, and financial condition. On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases (Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their remaining assets and wind down their estates. The case was initially assigned to Judge Jacqueline P. Cox. On Jan. 10, she recused herself and the case was sent to Judge A. Benjamin Goldgar's chambers. George Panagakis, Esq., leads a team of lawyers at Skadden, Arps, Slate, Meagher & Flom LLP, who represent the Debtors. Garden City Group Inc. serves as the Debtors' claims agent. The petition was signed by George P. Surgeon, president and CEO. The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31, 2012. SHOREBANK CORP: Committee Can Retain Mark Hebbeln as Counsel ------------------------------------------------------------ The Bankruptcy Court authorized the Official Committee of Unsecured Creditors of The Shorebank Corporation, et al., to retain Mark F. Hebbeln, Esq., at Foley & Lardner LLP, as its counsel. Mr. Hebbeln will be entitled to compensation and reimbursement of expenses in accordance with the Bankruptcy Code and Federal Rules of Bankruptcy Procedure. About ShoreBank Organized in 1973 and incorporated under the state of Illinois, The ShoreBank Corporation was America's first and leading community development and environmental bank holding company. SBK was a registered bank holding company for, among others, its subsidiary, ShoreBank in Chicago, a state chartered non-member bank. The Bank was subject to oversight and regulation by its primary regulator, the Illinois Department of Financial and Professional Regulation. On Aug. 20, 2010, the Bank was closed by the IDFPR, and the Federal Deposit Insurance Corp. was named receiver. The FDIC sold substantially all of the Bank's assets to Urban Partnership Bank. SBK's principal asset and source of income was its investment in the Bank. The Bank Closure has had a significant adverse affect on SBK's liquidity, capital resources, and financial condition. On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases (Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their remaining assets and wind down their estates. The case was initially assigned to Judge Jacqueline P. Cox. On Jan. 10, she recused herself and the case was sent to Judge A. Benjamin Goldgar's chambers. George Panagakis, Esq., leads a team of lawyers at Skadden, Arps, Slate, Meagher & Flom LLP, who represent the Debtors. Garden City Group Inc. serves as the Debtors' claims agent. The petition was signed by George P. Surgeon, president and CEO. The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31, 2012. SHUANEY IRREVOCABLE: Court OKs Mark Freund as Counsel ----------------------------------------------------- Shuaney Irrevocable Trust sought and obtained approval from the U.S. Bankruptcy Court to employ The Law Office of Mark Freund as counsel. Mark Freund will be compensated at an hourly rate of $300 per hour for his services. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on Dec. 1, 2011. Judge William S. Shulman presides over the case. The Debtor scheduled $20,996,723 in assets and $19,625,890 in debts. The petition was signed by Michael P. Spellman, Trustee. SHUANEY IRREVOCABLE: Bank Seeks to Prohibit Cash Collateral Use --------------------------------------------------------------- Beach Community Bank filed a motion with the U.S. Bankruptcy Court to prohibit Shuaney Irrevocable Trust from using the bank's cash collateral. BCB is a federally insured banking entity organized and operating in the State of Florida, and is on the U.S. Trustee's approved list of Authorized Depositories in the Northern District of Florida. According to BCB, the Debtor was indebted to the bank on Dec. 1, 2011, in the sum of $12,921,430. The Debtor has three accounts with BCB. Those accounts include a money market account with a balance of $3,125,000 an interest reserve account with a balance of $369,000, and a checking account with a balance of $40. BCB maintains that it has a perfected pre-petition security interest on the funds in the money market and interest reserve accounts and, as such, the deposited funds constitute cash collateral. At no time prior to the Debtor's filing of bankruptcy has the money market account or the interest reserve account been used to fund Shuaney's operations -- only its obligations to BCB. BCB says it is an undersecured creditor. BCB says it is concerned that the Trustees of the Shuaney Irrevocable Trust will use the bank's cash collateral without court order for expenses wholly unrelated to the Trust. BCB says such use of the funds by the Trustees of the Debtor would cause irreparable harm to the bank as the Debtor's schedules reflect it does not otherwise have funds with which to work. About Shuaney Irrevocable Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on Dec. 1, 2011. Judge William S. Shulman presides over the case. The Law Office of Mark Freund, Esq., serves as the Debtor's counsel. The Debtor scheduled $20,996,723 in assets and $19,625,890 in debts. The petition was signed by Michael P. Spellman, Trustee. SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Silicon Valley Innovation Company, LLC aka Silicon Valley Inovation Capital, LLC aka SVIC Attn. Robert Lott 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 Bankruptcy Case No.: 12-52706 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Stephen Benda, Esq. LAW OFFICES OF STEPHEN BENDA 750 Menlo Ave. #350 Menlo Park, CA 94025-4759 Tel: (650) 323-6600 E-mail: esq@bendalaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb12-52706.pdf The petition was signed by Riverson Leonard, officer. SLAVERY MUSEUM: Court Sets June 6 Hearing to Approve Plan --------------------------------------------------------- The Associated Press reports that U.S. Bankruptcy Judge Douglas O. Tice Jr. on Wednesday scheduled a June 6 hearing on the plan of reorganization for the U.S. National Slavery Museum. The plan is heading to creditors for a vote. Under a plan submitted by the museum's attorney, Sandra R. Robinson, the museum would launch a fundraising effort to repay creditors and get the museum back on track. Judge Tice complimented Robinson on her efforts to revive the museum, the AP says. The Slavery Museum filed a reorganization plan in February that counts on $900,000 per year in donations and would repay the city of the city of Fredericksburg, Virginia, $15,000 per quarter for back taxes. Fredericksburg is owed about $250,000 in back taxes, which would be paid quarterly starting Oct. 1, under the plan, according to the report. According to the AP, Wednesday's hearing lasted less than five minutes. The report relates Ms. Robinson filed an amended reorganization plan this week to dig the museum out from $7 million in debt. Key to the plan is regaining the museum's tax-exempt status so it can resume fundraising. That would occur "on or before April 30, 2012," under the plan. The United States National Slavery Museum, based in Richmond, Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-36013) on Sept. 21, 2011. Judge Douglas O. Tice, Jr., presides over the case. Sandra Renee Robinson, Esq., at Robinson Law & Consulting Firm, P.C., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. SOLERA HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Dallas-based Solera Holdings Inc. The outlook is stable. "At the same time, we raised our rating on the company's senior unsecured notes, which includes the $300 million add-on, to 'BB' from 'BB-'. We also revised the recovery rating on the notes to '4' from '5'. The '4' recovery rating reflects our expectation of average (30%-50%) recovery for lenders in the event of payment default," S&P said. "The company is refinancing a portion of existing debt and using the remaining proceeds for future acquisitions and general corporate purposes, with a minimal resulting increase in leverage," S&P said. "In addition, we raised our issue ratings on the company's extended first-lien credit facilities to 'BBB-' from 'BB+'. The maturity of the senior facilities has been extended to 2017. We revised the recovery rating on the debt to '1' from '2'. The '1' recovery rating reflects our expectation of very high (90%-100%) recovery for lenders in the event of payment default," S&P said. "The rating on Solera reflects its 'fair' business risk profile and 'significant' financial risk profile, incorporating a relatively narrow target market and an aggressive growth strategy which can result in spikes in leverage," said Standard & Poor's credit analyst Katarzyna Nolan. "Consistent profitability, good cash flow generation, and a solid market position in the global automobile insurance claims processing industry are partial offsets." "Solera provides software, information, and workflow management systems to support automotive claims processes. While the company shares a leading position in the North American market with CCC Information Services Inc. and Mitchell International inc., it has a dominant presence in the more fragmented, but higher growth international markets. Solera's global presence should enable it to continue to benefit from opportunities in underpenetrated international markets, as well as the faster growth in the number of cars outside the U.S. In addition, a highly visible and recurring revenue base and high customer switching costs provide support to our business evaluation of Solera," S&P said. "The outlook is stable, reflecting good revenue growth and consistent EBITDA margins supported by the company's recurring revenue base. We could lower the rating if Solera pursues a more aggressive acquisition strategy and financial policy, with sustained leverage in excess of 4x. An upgrade would be predicated on consistent growth and profitability, with leverage in the mid- 2x area," S&P said. SOUTHERN MONTANA: Court OKs Deal to Reject PPSA with PPL Energy --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana approved a stipulation between Lee A. Freeman, as Chapter 11 trustee for Southern Montana Electric, Generation and Transmission Cooperative, Inc., and creditor PPL Energy Plus, LLC, relating to the rejection of that certain power purchase and sales agreement dated Sept. 17, 2004. The Debtor and PPL are parties to PPSA which provides for the purchase and sale of firm quantities of power by PPL, as seller, to the Debtor, as buyer. Prior to the Petition Date, the Debtor was in default under several provisions of the PPSA. The Debtor has also defaulted under the PPSA on a postpetition basis. Pursuant to the stipulation, among other things: -- the trustee, on behalf of the Debtor, rejects the PPSA effective upon the entry of the Court order; -- the rejection of the PPSA constitutes a prepetition breach of the PPSA, and the breach is an event of default of the PPSA; -- PPL will in good faith calculate its damages resulting from the breach of the PPSA and all ongoing and outstanding transactions; and -- the written notice of the amount of the Termination Payment requirement will be satisfied by any proof of claim filed by PPL. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/SOUTHERNMONTANA_stipulation.pdf About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. Also in December, Lee A. Freeman was appointed as Chapter 11 trustee. Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and Waller & Womack, P.C., as local counsel. The United States Trustee for Region 18 has appointed an Official Committee of Unsecured Creditors in the case. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee and he is represented by Waller & Womack and Horowitz & Burnett, P.C. SOUTHERN MONTANA: Trustee Taps Hein & Assoc. as Fin'l Accountants ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana authorized Lee A. Freeman, the duly appointed and acting Chapter 11 trustee for Southern Montana Electric Generation and Transmission Cooperative, Inc., to employ Hein & Associates LLP as its financial accountants. The trustee selected the firm because he requires financial accounting services, including those related to: i) advising the trustee on financial statement reporting requirements and assisting on same; ii) advising management for the Debtor on routine accounting issues as they arise; and iii) reviewing and drafting disclosures, management's discussion, analysis of financial condition, and results of operations. Jim Brendel, national director of audit and accounting in the firm, tells the Court that the hourly rates of the firm's accountants and assistants who may be expected to work on the case are: James Brendel, partner $365 Jake Vossen, partner $345 Greg Pfahl, partner $310 Scott Drakulich, senior manager $255 Dan Edwards, manager $235 Nicole Meier, supervisor $175 To the best of the trustee's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. Also in December, Lee A. Freeman was appointed as Chapter 11 trustee. Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and Waller & Womack, P.C., as local counsel. The United States Trustee for Region 18 has appointed an Official Committee of Unsecured Creditors in the case. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee and he is represented by: Joseph V. Womack, Esq. WALLER & WOMACK 303 N. Broadway, Suite 805 Billings, MT 59101 Tel: (406) 252-7200 Fax: (406) 252-4266 E-mail: jwomack@jvwlaw.com - and - John Cardinal Parks, Esq. Bart B. Burnett, Esq. Robert M. Horowitz, Esq. Kevin S. Neiman, Esq. HOROWITZ & BURNETT, P.C. 1660 Lincoln Street, Suite 1900 Denver, CO 80264 Tel: (303) 996-8600 Fax: (303) 996-8636 E-mail: jparks@hblegal.net bburnett@hblegal.net bhorowitz@hblegal.net kneiman@hblegal.net SOUTHERN SKY: Direct Air Case Converted to Liquidation ------------------------------------------------------ Direct Air saw its Chapter 11 case converted to a liquidation in Chapter 7, at the behest of the U.S. Trustee. Michael Smith, writing for myhorrynews.com, reports that the Chapter 7 conversion order follows accusations listed in a motion filed earlier Wednesday by Direct Air's largest creditor, Chemoil Corporation, which questioned previous Direct Air filings expressing hope the air carrier would fly again. Chemoil also demanded an immediate conversion to Chapter 7 bankruptcy. Chemoil, a Florida fuel company, said it is owed more than $3.2 million. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Trustee said assets amounted to $45,000 in cash and the value of furniture and equipment. Liabilities include $3.9 million in trade debt, $1 million owing to airlines, $1.4 million in taxes, and $1 million owing to the Transportation Security Administration for security costs, according to the U.S. Trustee, the Justice Department's watchdog for bankruptcies. Southern Sky Air & Tours, LLC, doing business as Direct Air, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on March 15, 2012. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, in Boston, serves as counsel. The Debtor estimated up to $1 million in assets and up to $50 million in liabilities. The airline began operating in 2007, stranding customers when it halted operations three days before the bankruptcy filing. Top executives resigned. SOUTHWEST CONCRETE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Southwest Concrete Pumping, Inc. 2323 W. Oxford Ave. Englewood, CO 80110 Bankruptcy Case No.: 12-17034 Chapter 11 Petition Date: April 10, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Michael J. Guyerson, Esq. ONSAGER, STAELIN & GUYERSON, LLC 1873 S. Bellaire St., Suite 1401 Denver, CO 80222 Tel: (303) 512-1123 Fax: (303) 942-3502 E-mail: mguyerson@comcast.net Scheduled Assets: $1,073,859 Scheduled Liabilities: $11,399,628 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob12-17034.pdf The petition was signed by Jeffrey C. Moll, president. SP NEWSPRINT: Platt Electric Wants Perfection of Construction Lien ------------------------------------------------------------------ Platt Electric Supply, Inc., by and through its counsel, the Bernstein Law Firm, P.C., asks the U.S. Bankruptcy Court for the District of Delaware for relief from the automatic stay to maintain perfection of construction lien against SP Newsprint Holdings LLC et., al. Specifically, Platt Electric requests leave to either commence a new foreclosure complaint or answer and cross-claim in an existing lawsuit, and serve a summons and complaint or other pleading on various parties alleged to be necessary parties including the Debtors, and record notice of the proceeding commenced by the filings. Prior to the Filing Date, Platt Electric contracted with Debtor SP Newsprint Co., LLC formerly doing business aa Southeast Paper Manufacturing Co. to provide labor, materials, supplies, and services for SPN at the real property located at 1301 Wynooski Street, Newberg, Oregon. Platt Electric completed its services prior to the Filing Date. On Dec. 16, 2011, Platt Electric recorded a construction lien in the total amount of $32,624, plus interest. About SP Newsprint Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers, Southeastern Paper Recycling and SP Newsprint Merger LLC -- and three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011. SP Newsprint Holdings LLC is a newsprint company controlled by polo-playing mogul Peter Brant. It is one of the largest producers of newsprint in North America. SP Recycling Corporation, a Georgia corporation and the Debtors' other operating company, was established in 1980 as a means for SP to secure a ready supply of recycled fiber, a key raw material for its newsprint. SP Newsprint is the second Brant-owned newsprint company to tumble into bankruptcy proceedings in recent years. Current and former affiliated entities are Bear Island Paper Company, L.L.C., Brant Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint, Inc., White Birch Paper Company. Judge Christopher S. Sontchi presides over the case. Joel H. Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr., Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as the Debtors' lead counsel. Lee E. Kaufman, Esq., and Mark D. Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at Richards, Layton & Finger, P.A., serve as the Debtors' Delaware counsel. AlixPartners LLP serves as the Debtors' financial advisors and The Garden City Group Inc. serves as the Debtors' claims and noticing agent. SP Newsprint Co., LLC, disclosed $317,992,392 in assets and $322,674,963 in liabilities as of the Chapter 11 filing. The petitions were signed by Edward D. Sherrick, executive vice president and chief financial officer. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler PC. Ashby & Geddes, P.A., serves as its Delaware counsel, and BDO Consulting serves as its financial advisor. STELLAR GT: Court Extends Lift Stay Order Until June 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland extended until that June 30, 2012; the time that Debtors Stellar GT TIC LLC, and VFF TIC LLC, and Wells Fargo Bank, N.A., may consensually seek a further extension of the receivership order in the receivership action. The Court also suspended any applicable turnover requirements under 11 U.S.C. Section 543. Wells Fargo, as trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-C9, Commercial Mortgage Pass-Through Certificates, U.S. Bank National Association, as trustee, as successor in interest to Bank of America, National Association, as trustee, as successor in interest to Wells Fargo Bank, N.A., as trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP Georgian Towers, LLC, acting by and through Helios AMC, LLC, in its capacity as special servicer, holds certain notes evidencing a mortgage loan guaranteed by the Debtors in the aggregate original principal amount of $185,000,000, secured by a certain Indemnity Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits dated Feb. 28, 2007. The Court further authorized the receiver to continue to operate and manage the project until June 30, as directed and permitted by the receivership order and the lift stay order. The parties had sought for the continuation of the receivership for a limited period of time while the Debtors finalize the sale of the project or the restructuring pursuant to the confirmation order. The parties asserted that the relief sought is in the best interests of all parties because it will preserve the value of the project and will prevent disruption to the management and operation of the Project. About Stellar GT TIC and VFF TIC Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family high rise property, consisting of two 14-story apartment buildings, located at 8750 Georgia Avenue in Silver Spring, Maryland, commonly known as "The Georgian". FCP Georgian Towers holds certain notes evidencing a mortgage loan guaranteed by the Debtors in the aggregate original principal amount of $185,000,000. On Dec. 30, 2009, FCP commenced a receivership action in the Circuit Court for Montgomery County, Case No. 324928-V, seeking the appointment of a receiver for the Project. Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (Bankr. D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011. Judge Paul Mannes presides over the case. Michelle Maloney-Raymond is the case administrator. Matthew G. Summers, Esq., and Michelle McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, serve as the Debtors' counsel. Mark Taylor, Esq. -- mdtaylor@kilpatricktownsend.com -- at Kilpatrick Townsend & Stockton LLP, in Washington, DC; and Jantra Van Roy, Esq. -- jvanroy@zeklaw.com -- at Zeichner Ellman & Krause LLP, in New York, represent the Lender. The U.S. Trustee for Region 4 notified the Court that he has not appointed an unsecured creditors' committee in the Chapter 11 cases of Stellar GT TIC LLC and VFF TIC LLC. The Debtors negotiated a plan of reorganization before filing for Chapter 11. The plan is premised on either (1) a sale of the project pursuant to an auction process or (2) a consensual restructuring of the secured debt. Broker CB Richard Ellis Inc. was hired to conduct the sale. On Nov. 22, 2011, Judge Mannes entered an order (I) finally approving the disclosure statement and (II) confirming Stellar GT TIC and VFF TIC's Joint Plan of Reorganization and authorizing (A) Sale of "The Georgian"free and clear of all liens, claims and interests and alternatively (B) restructuring pursuant to the Plan if the Sale does not close. The highest and best price offered at the Auction was the $193 million offer made by Lowe Real Estate Group-East, Inc. SUPERCONDUCTOR TECH: Gets NASDAQ Bid Price Deficiency Letter ------------------------------------------------------------ Superconductor Technologies Inc. received notification from the NASDAQ Stock Market Listing Qualifications Department stating STI's common stock bid price has fallen below $1.00 for a period of 30 consecutive business days and therefore the company is not in compliance with Rule 5550(a)(2), which is NASDAQ's minimum bid price rule. The notification has no effect on the listing of STI's common stock at this time, which will continue to trade on the NASDAQ Capital Market under the symbol "SCON." The NASDAQ letter states STI has been provided a 180-day grace period, through October 2, 2012, to regain compliance, which requires the bid price for STI's common stock to close at $1.00 or higher for a minimum of 10 consecutive business days within the stated 180-day grace period. At the close of the grace period, if STI has not regained compliance, it may be eligible for an additional grace period of 180 days, if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of bid price, for the NASDAQ Capital Market and it provides NASDAQ with notice of its intent to timely cure the bid price deficiency. If it is not eligible for an additional grace period, STI will receive notification that its securities are subject to delisting, and it may then appeal the delisting determination to a Hearings Panel. STI intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement. About Superconductor Technologies Headquartered in Austin, TX, Superconductor Technologies Inc. -- http://www.suptech.com/-- has been a world leader in HTS materials since 1987, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than a decade, STI has been providing innovative interference elimination and network enhancement solutions to the commercial wireless industry. The company is currently leveraging its key enabling technologies, including RF filtering, HTS materials and cryogenics to develop energy efficient, cost-effective and high performance second generation (2G) HTS wire for existing and emerging power applications, to develop applications for advanced RF wireless solutions and innovative adaptive filtering, and for government R&D. Superconductor Technologies Inc.'s common stock is listed on the NASDAQ Capital Market under the ticker symbol "SCON." SWEPORTS LTD: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Sweports, Ltd. 4709 Golf Road, Suite 300 Skokie, IL 60076 Case Number: 12-14254 Involuntary Chapter 11 Petition Date: April 9, 2012 Court: Northern District of Illinois (Chicago) Petitioners' Counsel: Neal L. Wolf, Esq. NEAL WOLF & ASSOCIATES, LLC 155 N. Wacker Drive, Suite 1910 Chicago, IL 60602 Tel: (312) 228-4990 Fax: (312) 228-4988 E-mail: nwolf@nealwolflaw.com Creditors who signed the involuntary petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Michael J. O'Rourke Judgment $345,000 55 W. Wacker Drive Suite 1400 Chicago, IL 6060 Michael C. Moody Judgment $345,000 55 W. Wacker Drive Suite 1400 Chicago, IL 60601 John A. Dore Judgment $345,000 626 W. Jackson Blvd. 5th Floor Chicago, IL 60661 TELLICO LANDING: Files Amended Second Disclosure Statement ---------------------------------------------------------- Tellico Landing, LLC, filed with the Bankruptcy Court its Amended Second Disclosure Statement. The Debtor disclosed that in May 2009 Robert Stooksbury filed a law suit in the State of Tennessee, Blount County Chancery Court naming Michael Ross, the Debtor's chief manager; LTR Properties, Inc.; RPL Properties, LLC; LC Development Company, LLC; and Rarity Management Company, LLC, as parties engaged in fraudulent activities and actions. A civil suit has also been filed in the U.S. District Court in Knoxville against Michael Ross and Michael Ross related entities which impact the Debtor negatively. The state suit is pending. At the trial on damages for the default judgment, compensatory damages were awarded against Mr. Ross and the other defendants in excess of $14 million and punitive damages against Mr. Ross of $3.5 million. According to the Disclosure Statement, Mike Ross has been sued by WindRiver in the Blount County Chancery Court to collect personal guarantee he signed on the note now held by WindRiver. A judgment was awarded in November 2011 in Marion County, Tennessee, against Mr. Ross. Said judgment has been appealed by Mr. Ross. The Debtor projects sales of lots and tracts over the next 48 to 60 months to exceed $22 million based upon current market conditions, new pricing, and the marketing effort that will be put in place. A copy of the Amended Second Disclosure Statement is available for free at http://bankrupt.com/misc/TELLICO_DS_amended2nd.pdf U.S. Trustee Amends Objection The U.S. Trustee submitted with the Court a restated objection to the Amended Second Disclosure Statement asserting that the Disclosure Statement is deficient. According to the U.S. Trustee, there should be some portion of the Disclosure Statement devoted to a discussion of the planned sale of the lots and marketing strategy and proposed advertising and marketing fees. The identity and experience of the marketing firm should also be disclosed. The U.S. Trustee notes that there are references to Jim Macri but no disclosures stating who he is or why he is relevant to the discussion. The U.S. Trustee maintains the Plan and Disclosure Statement should disclose amounts owed to the individual creditors in Classes 1, 5, 7 and 10. The Disclosure Statement is now stating that LTR had its assets "executed" by Athena of SC, LLC. Athena plans to form a new company called "NEWCO" to take over the responsibilities of LTR. The U.S. Trustee says the Disclosure Statement should give more information regarding how this execution came about. About Tellico Landing Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in the development and sale of an upscale residential community along and near Tellico Lake known as "Rarity Pointe". The Company filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. The case has been assigned to Judge Marcia Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox PLLC, represents the Debtor. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. TELLICO LANDING: Chapter 11 Trustee Appointment Sought ------------------------------------------------------ Robert T. Stooksbury, Jr., a creditor and member of Tellico Landing, LLC, asks the Bankruptcy Court to appoint a Chapter 11 Trustee to replace the current management of the Debtor in light of the recent findings of the District Court in re Robert T. Stooksbury, Jr., vs Michael L. Ross, et al. On Feb. 28, 2012, following a jury trial held in the United States District Court for the Eastern District of Tennessee (Case No. No.: 3:09-CV-498), it was judicially established that LTR Properties, Inc., while operating Tellico Landing, LLC, as its general manager, through Michael L. Ross (the 100% owner of LTR Properties, Inc.), along with Michael Ross, committed numerous wrongful acts, including mail fraud, wire fraud, breaches of fiduciary duty, and common law fraud while operating the subject real estate development. More specifically, it was established: that LTR Properties, Inc., Michael L. Ross, and numerous other related business entities and persons operated an illegal real estate enterprise and conspiracy in violation of federal and state law. According to papers filed with the Court, this conspiracy was used to siphon off millions of dollars from the various "Rarity" developments, including Rarity Pointe, in order to use the money for other purposes and personal gain, to the detriment of homeowners, banks, and minority investors. In the judgment, Mr. Stooksbury was awarded $3.54 million with regard to wire fraud violations and $11.30 million with regard to fraud and breaches in fiduciary duty committed in violation of Tennessee state law. About Tellico Landing Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in the development and sale of an upscale residential community along and near Tellico Lake known as "Rarity Pointe". The Company filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. The case has been assigned to Judge Marcia Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox PLLC, represents the Debtor. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. TELLICO LANDING: Deadline to File Proofs of Claim on June 15 ------------------------------------------------------------ The Bankruptcy Court entered an order setting a June 15, 2012 deadline for creditors to file their proofs of claims against Tellico Landing, LLC. About Tellico Landing Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in the development and sale of an upscale residential community along and near Tellico Lake known as "Rarity Pointe". The Company filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. The case has been assigned to Judge Marcia Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox PLLC, represents the Debtor. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. TELLICO LANDING: Creditors Want Chapter 11 Case Dismissed --------------------------------------------------------- Robert T. Stooksbury, Jr., a creditor and member of Tellico Landing, LLC, asks the Bankruptcy Court to dismiss the Chapter 11 case of the Debtor and prohibit the Debtor from obtaining additional financing. In 2002, LTR Properties, Inc., a corporation owned solely by Michael Ross, acquired 50% ownership interest in the Debtor pursuant to a Second Amended and Restated Operating Agreement executed by LTR, Ward S. Whelchel and Robert T. Stooksbury, the members of the Debtor. Messrs. Whelchel and Stooksbury each owned a 25% ownership interest in the Debtor. Mr. Ross has served as chief manager of the Debtor since 2002 and continues to hold that position. On June 27, 2011, Mr. Ross, as chief manager of the Debtor, unilaterally filed a voluntary petition for Chapter 11 bankruptcy on behalf of the Debtor. Mr. Stooksbury asserts that the Managing Member or the Chief Manager lacked the authority to file bankruptcy petition on behalf of the Debtor because the Operating Agreement contained a language explicitly prohibiting the manager from taking those actions. He adds that the Operating Agreement prohibits the Managing Member or Chief Manager from entering into a proposed DIP financing until the approval of 75% of the members is obtained. In a separate filing, WindRiver Investments, LLC, asks the Court to dismiss the Chapter 11 case of the Debtor. WindRiver asserts the Operating Agreement does not delegate to the chief manager the authority to file bankruptcy on behalf of the Debtor. WindRiver maintains that the filing of a petition for bankruptcy on behalf of the Debtor must, at a minimum, be approved by a majority vote of the members of the Debtor. WindRiver holds a first mortgage on the real property of the Debtor. The amount believed to be owed is approximately $8 million. About Tellico Landing Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in the development and sale of an upscale residential community along and near Tellico Lake known as "Rarity Pointe". The Company filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. The case has been assigned to Judge Marcia Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox PLLC, represents the Debtor. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. TIB FINANCIAL: Reports $2.8 Million Net Income in 2011 ------------------------------------------------------ TIB Financial Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $2.80 million on $21.14 million of total interest and dividend income for the year ended Dec. 31, 2011. The Company reported net income of $560,000 on $15.68 million of total interest and dividend income for the three months ended Dec. 31, 2010. The Company reported a net loss of $52.80 million on $52.31 million of total interest and dividend income for the nine months ended Sept. 30, 2010. The Company's balance sheet at Dec. 31, 2011, showed $204.62 million in total assets, $27.24 million in total liabilities and $177.37 million in total stockholders' equity. "Thanks to the hard work of team mates across the company, I am very proud to be able to say that today, Capital Bank, NA is a single bank, with 143 branches operating under one brand, offering a common set of products and processing on one IT system. That is a huge accomplishment for us in such a short period of time," stated Gene Taylor, Chairman and Chief Executive Officer of CBF and TIB Financial Corp. "We are pleased with continued success in generating new loans and core deposits. These activities are helping customers achieve their goals and will lead to higher profitability for the company," commented Chris Marshall, Chief Financial Officer of CBF and TIB Financial Corp. Bank Merger Effective April 29, 2011, TIB Bank, a wholly-owned subsidiary of the Company, merged with and into NAFH National Bank, a national banking association, with NAFH Bank as the surviving entity. On June 30, 2011, Capital Bank, a wholly-owned subsidiary of Capital Bank Corp., an affiliated majority-owned subsidiary of CBF, also merged with and into NAFH Bank, with NAFH Bank as the surviving entity. In connection with the merger, NAFH Bank changed its name to Capital Bank, NA. Additionally on Sept. 7, 2011, GreenBank merged with and into Capital Bank, NA. CBF is the owner of approximately 94% of the Company's common stock, approximately 83% of Capital Bank Corp.'s common stock, and approximately 90% of Green Bankshares common stock. Through the subsidiary bank mergers, the common stock of the subsidiary banks was converted into shares of Capital Bank, NA common stock based on each entity?s relative tangible book value. As a result of the mergers of TIB Bank, Capital Bank and Green Bank into Capital Bank, N.A., the Company now owns approximately 21% of Capital Bank, NA, with CBF directly owning 19%, Capital Bank Corp. directly owning 26% and Green Bankshares owning the remaining 34%. Due to its ownership level, the Company's investment in Capital Bank, NA, is recorded as an equity-method investment in that entity. As of Dec. 31, 2011, the Company's investment in Capital Bank, NA totaled $200.8 million, which reflected the Company's pro rata ownership of Capital Bank, NA's total shareholders' equity at that date. In connection with the Merger, the assets and liabilities of the Bank were de-consolidated from the Company's balance sheet resulting in a significant decrease in the total assets and total liabilities of the Company in the second quarter of 2011. As of Dec. 31, 2011, following the mergers, Capital Bank, NA had total assets of $6.5 billion, total deposits of $5.1 billion and shareholders' equity of $939.8 million and operated 143 branches in Florida, North Carolina, South Carolina, Tennessee and Virginia. A copy of the Form 10-K is available for free at: http://is.gd/99KUtI About TIB Financial Corp. Headquartered in Naples, Florida, TIB Financial Corp. -- http://www.tibfinancialcorp.com/-- is a financial services company with approximately $1.7 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and Venice. TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc., a registered investment advisor with approximately $169 million of assets under advisement. TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank and Naples Capital Advisors, Inc., serves the personal and commercial banking and investment management needs of local residents and businesses in its market areas. TN-K ENERGY: Lecil Smith Ceases to Hold 5% Equity Stake ------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Lecil E. Smith disclosed that, as of April 9, 2012, he beneficially owns 1,857,317 shares of common stock of TN-K Energy Group Inc. representing 4.9% based on 37,888,939 shares of common stock outstanding as of Nov. 9, 2011. Mr. Smith previously disclosed with the SEC that, as of April 21, 2011, he beneficially owns 2,325,436 common shares or 5.7% equity stake. A copy of the amended filing is available for free at: http://is.gd/OoGxd3 About TN-K Energy Crossville, Tenn.-based TN-K Energy Group, Inc., an independent oil exploration and production company, engaged in acquiring oil leases and exploring and developing crude oil reserves and production in the Appalachian basin. The Company also reported net income before taxes of $1.88 million on $846,065 of revenue for the nine months ended Sept. 30, 2011, compared with net income before taxes of $3.41 million on $652,834 of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.93 million in total assets, $7.81 million in total liabilities and a $4.88 million total stockholders' deficit. As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New York City, expressed substantial doubt about TN-K Energy's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred recurring operating losses and will have to obtain additional financing to sustain operations. TOUSA INC: Wants Authority to Extend Use of Cash Collateral ----------------------------------------------------------- TOUSA, Inc., seek entry of an order authorizing the Debtors to use cash collateral of the Debtors' prepetition lenders on and after May 1, 2012. Due to an appeal by the Committee from the terms of the Debtors' authority to use Cash Collateral, the Debtors, the Prepetition Lenders and the Creditors' Committee determined, pursuant to the Tenth Cash Collateral Order, to permit the Debtors to use Cash Collateral through April 30, 2012, on terms similar to those included in previous orders authorizing the Debtors to use Cash Collateral. Importantly, and consistent with previous iterations of consensual cash collateral orders, the Tenth Cash Collateral Order includes a feature that affords any party to seek review and revision of the terms by the Court in connection with appeals relating to the Committee Judgment. Because a decision has not yet been made with respect to the Committee Appeal, the Debtors, the Prepetition Lenders and the Creditors' Committee currently are in discussions regarding the continued use of Cash Collateral. The Debtors expect to reach an agreement with the parties on terms nearly identical to those included in the Tenth Cash Collateral Order but these terms have not been finalized yet. The Debtors will provide additional information regarding the proposed terms of Cash Collateral use to the Court and other parties-in-interest by filing a proposed order at the earliest possible date, but in any event no later than three days before the hearing on this motion. To the extent that the parties agree upon the proposed terms, the proposed order will reflect that agreement; to the extent that the parties are unable to reach agreement, the Debtors will seek to use Cash Collateral on terms proposed by the Debtors, and the Debtors will file a supplement to the motion seeking interim authorization for Cash Collateral use notwithstanding objections. Paul Singerman, Esq., at Berger Singerman LLP, submits that it is critical that the Debtors maintain access to Cash Collateral to permit the Debtors to complete implementation of their wind-down business plan and continue to fund the administrative expenses of these chapter 11 cases. In the event the Debtors are unable to reach an agreement with the Prepetition Lenders regarding consensual use of Cash Collateral, the Debtors will file a supplemental motion with the Court seeking authority to use Cash Collateral over their objection. To the extent necessary, the Debtors will demonstrate in their pleadings and at the hearing on this motion that the interests of the Prepetition Lenders are adequately protected by the proposed terms of the Debtors' continued use of Cash Collateral as required under the applicable provisions of the Bankruptcy Code. The hearing on the cash collateral motion is scheduled for April 25, 2012, at 9:30 a.m. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928). Richard M. Cieri, Esq., M. Natasha Labovitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman, in Miami, Fla., represent the Debtors in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. The official committee of unsecured creditors has filed a proposed chapter 11 liquidating plan for Tousa. However, the committee said it would no longer pursue approval of its liquidation plan because of the pending appeal of its fraudulent transfer case in the U.S. Court of Appeals for the Eleventh Circuit. A district court in February 2011 held that the bankruptcy judge was wrong in ruling that lenders who were paid off received fraudulent transfers when Tousa gave liens on subsidiaries' properties to bail out and refinance a joint venture. Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent the creditors committee. The Tousa committee filed a Chapter 11 plan in July 2010 based on an assumption it would win the appeal. TRAFFIC SERVICES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Traffic Services, Inc. 2400 SE Federal Highway, Suite 210 Stuart, FL 34994 Bankruptcy Case No.: 12-18600 Chapter 11 Petition Date: April 9, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Julianne R. Frank, Esq. FRANK, WHITE-BOYD, P.A. 11382 Prosperity Farms Road, #230 Palm Beach Gardens, FL 33410 Tel: (561) 626-4700 Fax: (561) 627-9479 E-mail: fwbbnk@fwbpa.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb12-18600.pdf The petition was signed by Stephen W. Smith, president. TRICORBRAUN INC: Moody's Assigns 'B2' CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and a B2 probability of default rating to TricorBraun Inc. In addition, Moody's assigned B1 ratings to the company's $555 million senior secured credit facilities, which include a $75 million revolver, and $480 million term loan. The following ratings were assigned: Corporate Family Rating B2 Probability of Default Rating B2 $75 million senior secured revolving credit facility B1 (LGD3, 39%) $480 million senior secured term loan credit facility B1 (LGD3, 39%) The rating outlook is stable. The ratings are subject to the receipt and review of the final documentation and the refinancing of the exisiting senior subordinated notes under similar terms and conditions (not rated by Moody's). Ratings Rationale The B2 Corporate Family Rating reflects TricorBraun's overall credit metrics, value-added services and scale relative to competitors despite its small revenue base. The rating also reflects the company's historically strong margins for the rating category, ability to profit from volume aggregation and free cash generation ability inherent in the distribution model. The company also has long-standing relationships with many of its customers. The rating is constrained by the company's exposure to some more cyclical end markets, a largely commodity-like product line and potential disintermediation risk in the industry. The rating is further constrained by the company's lack of contracts and low switching costs. TricorBraun's acquisitiveness and financial aggressiveness also pose risks to the company's credit profile. The rating outlook is stable. The stable outlook contemplates stability in the operating and competitive environment as well as strong execution by the company. The ratings could be downgraded if there is deterioration in the credit metrics, decline in the operating and competitive environment, and/or a deterioration in the company's liquidity position. The ratings could also be downgraded if the company undertakes a large, debt-financed acquisition, if there are significant integration difficulties with any acquired entities and/or further debt financed dividends. Specifically, the ratings could be downgraded if free cash flow to debt remains below the mid-single digits and/or debt to EBITDA remains above 7.0 times (including Moody's standard adjustments). The ratings could be upgraded if there is evidence of a sustained improvement in credit metrics within the context of a stable operating profile and competitive position. An upgrade would also require the maintenance of a balanced financial profile and adequate liquidity. Specifically, the ratings could be upgraded if free cash flow to debt increases to the high-single digits and debt to EBITDA declines below 5.2 times while the EBIT margin remains above 9.5%. The principal methodology used in rating TricorBraun was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 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. TRICORBRAUN INC: S&P Assigns 'B' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating to TricorBraun Inc. The outlook is stable. "At the same time, we assigned a 'B' issue-level rating (same as the corporate credit rating) and a '4' recovery rating to TricorBraun 's proposed $75 million revolving credit facility due 2018 and $480 million term loan B due 2018. The recovery rating indicates our expectation of average recovery (30% to 50%) in the event of a payment default. The ratings are based on the preliminary terms and conditions of the facilities," S&P said. "The company plans to use proceeds from the proposed $480 million term loan B facility, $153 million in senior subordinated mezzanine notes (unrated) and about $9 million in revolver borrowings to refinance about $424 million in existing debt, fund a $200 million dividend to its shareholders, and to pay transaction fees and expenses. After the completion of the transaction, we expect total leverage will be about 6.7x and funds from operations (FFO) to total adjusted debt will be about 6.4%. We include about $121 million in payment-in-kind (PIK) preferred equity as debt based on our criteria," S&P said. "The ratings on TricorBraun reflect its highly leveraged financial risk profile, supplier concentration, and the fragmented and highly competitive structure of the rigid-plastic packaging industry," said Standard & Poor's credit analyst Henry Fukuchi. "Partially offsetting factors include the company's position as the largest participant in the distribution segment of the glass and plastic packaging industry in the U.S., its relatively stable end markets with good customer diversity, stable EBITDA margins, and consistent annual free cash generation. The ratings also reflect gradually improving operating trends, which should continue to support an improving financial risk profile in the next few years." "With annual revenues of about $814 million, privately held TricorBraun is the leading wholesale distributor of plastic and glass containers, tubes, dispensers, and closures. Most of its products are commodity-type containers and closures, although some are custom orders that involve purchasing or building proprietary molds to meet specific requirements. TricorBraun's business position is bolstered by its mid-20% share in its niche market, a national distribution footprint, and a well-diversified customer base," S&P said. "The rigid-plastic packaging industry is highly fragmented and competitive, with packaging manufacturers typically selling containers and closures directly to customers with larger volume requirements. Distributors generally supply a wide range of rigid- packaging products to companies with low-to-medium volume requirements and play a relatively small role in the glass and plastic packaging market. Despite the relatively small size of this market, the packaging distribution segment is highly fragmented and comprises numerous small, regional distributors," S&P said. "The outlook is stable. Although we expect TricorBraun to remain highly leveraged, the ratings are supported by the company's defensible position as the leading distribution company in its sector and by a track record of annual free cash flow generation that should underpin liquidity over the business cycle. We expect the company to integrate any midsize acquisitions smoothly," S&P said. "Despite our expectation for gradually improving operating trends, credit metrics could weaken if financial policy decisions related to debt-funded acquisitions or another dividend weaken the financial profile. We could lower the ratings if such a transaction is material enough or deterioration in operating conditions, including working capital management or cash flow generation, is lower than our expectations," S&P said. "Based on the downside scenario we are forecasting, we could lower the ratings if operating margins weaken by more than 2%, or if volumes decline 15% or more from current levels. In our downside scenario, (PIK preferred treated as debt) total adjusted debt to EBITDA would deteriorate toward 8x and FFO to total adjusted debt would decrease to about 5%. We may also lower the ratings if unexpected cash outlays or business challenges reduce the company's liquidity position, or if covenant cushions tighten to less than 10%," S&P said. "Although we do not expect to do so, we could raise the rating slightly over the intermediate term if profitability continues to improve while liquidity remains healthy. This would also require that financial policies would be supportive of a higher rating," S&P said. TRIDENT MICROSYSTEMS: Sigma OK'd to Buy DTV Business for $22.5MM ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Trident Microsystems, Inc. to sell its Digital Television (DTV) Business about $22.5 million in cash to Sigma Designs Inc. As reported in the Troubled Company Reporter on April 10, 2012, the sale price is subject to adjustments under the agreement approved by the bankruptcy court. Patents aren't among the assets being sold. The DTV business includes certain products, licensed intellectual property, software, working capital assets and leased facilities, for $21 million in cash plus assumption of specified liabilities upon the closing of the transaction. Trident's DTV Business is a leading provider of global System-on- a-Chip (SoC) products for advanced connected digital televisions. Based on an extensive history of product innovation and foundational intellectual property, these assets are uniquely positioned to drive SmartTV growth by enabling their tier-1 OEM customers to develop next-generation devices that allow consumers to enjoy all forms of multimedia content, including both traditional broadcast television and video from emerging Internet content providers. Sigma expects to make employment offers to approximately 300 employees of the Trident DTV Business, most of whom are engineers located in China. The transaction is expected to close in the second calendar quarter of 2012, and generate positive non-GAAP EBITDA in the first full year of operations. Objection CEVA Technologies, Inc. and CEVA D.S.P. Ltd. objected to the Debtors' motion stating that the sale of the TV Business will trigger royalty obligations under the contract to the extent that any of the assets transferred to the purchaser is or contains a Core Product. CEVA entered into a license agreement with Trident Microsystems (Far East) Ltd., dated March 24, 2010. Pursuant to the contract, Trident was granted a license to use CEVA's intellectual property, which is incorporated into chips manufactured by Trident. Also pursuant to the contract, Trident is obligated to pay CEVA a royalty fee for each Core Product. CEVA reserved its right to compel payment of any administrative expense claim that will result from the sale to of the TV Business to the extent that it is not timely paid by the Debtors. CEVA is represented by: Kathleen M. Miller, Esq. The Corporate Plaza 800 Delaware Avenue, Suite 1000 Wilmington, DE 19899-0410 Tel: (302) 652-8400 Fax: (302) 652-8405 E-mails: kmiller@skjlaw.com About Trident Microsystems Sunnyvale, California-based Trident Microsystems, Inc., designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set-top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident then promptly sought for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting, Inc., is the financial advisor. Union Square Advisors LLC serves as the Debtors' investment banker. PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and independent auditor. Kurtzman Carson Consultants is the claims and notice agent. Trident disclosed $310 million in assets and $39.6 million in liabilities as of Oct. 31, 2011. The Official Committee of Unsecured Creditors of Trident Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and Imperial Capital, LLC, as its investment banker and financial advisor. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Committee of Equity Security Holders. The Debtors won approval in March 2012 to sell its set-top box business to Entropic Communications Inc. for $65 million. VERENIUM CORP: Cancels Loan and Security Agreement with Comerica ---------------------------------------------------------------- Verenium Corporation, on March 23, 2012, terminated a Loan and Security Agreement, dated Oct. 19, 2011, with Comerica Bank, which provided for secured credit facilities consisting of a $3 million domestic receivables and inventory revolving line and a $10 million export-import receivables revolving line. As of the date of termination, there were no outstanding borrowings under the Comerica Line. About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- is a pioneer in the development and commercialization of high-performance enzymes for use in industrial processes. Verenium currently sells enzymes developed using its R&D capabilities to industrial customers globally for use in markets including biofuels, animal health and oil seed processing. Ernst & Young LLP in San Diego, California, the Company's outside auditor, said in a March 5, 2012 audit report filed together with the financial results, noted that the Company's recurring operating losses, working capital deficit of $600,000 and accumulated deficit of $600.8 million at Dec. 31, 2011, raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2011, Verenium had $65.3 million in total assets and $55.4 million in total liabilities. VERENIUM CORP: Closes Sale of Oilseed Business with DSM Food ------------------------------------------------------------ Verenium Corporation has closed a transaction with DSM Food Specialties B.V., a business group of Royal DSM, in which Verenium has sold to DSM its Oilseed Processing business, licensed certain enzymes for use in the food and beverage markets, and will provide access to new gene libraries to be developed by Verenium. Verenium will receive $37 million in total consideration, including transaction and related expenses, on Monday, March 26, 2012. "This agreement is a further example of the substantial value industry-leading companies place on our unique products and capabilities," said James Levine, President and Chief Executive Officer at Verenium. "Moving forward, Verenium remains committed to realizing the growth potential from our commercial and pipeline products, and using our proprietary technology to create new and valuable products." Following the transaction, Verenium's business remains focused on providing novel enzymes in the areas of animal health and nutrition, grain processing and oilfield services. In addition, Verenium's robust pipeline of novel product candidates provides an important basis for future growth. In connection with entering into the Purchase Agreement the Company also concurrently entered into a License Agreement with DSM pursuant to which the Company licensed its alpha-amylase and xylanase enzyme products to DSM for use in the food and beverage markets and provided DSM with access to new gene libraries to be developed by the Company. The aggregate consideration received by the Company in connection with the transactions contemplated by the Purchase Agreement and the License Agreement was $37 million, including transaction and related expenses. In accordance with the Purchase Agreement, the Company and DSM entered into a Supply and Purchase Agreement, to become effective on April 1, 2012, pursuant to which the Company agreed to supply and DSM agreed to purchase certain quantities of Purifine PLC, alpha-amylase and xylanase products on a non-exclusive basis for a mutually-agreed upon price to be paid by DSM to the Company. In accordance with the Purchase Agreement, the Company and DSM entered into a Transition Services Agreement dated March 23, 2012, pursuant to which the Company agreed to provide certain services to DSM until Dec. 31, 2012, unless the Transition Services Agreement is earlier terminated, in exchange for mutually-agreed upon fees to be paid by DSM to the Company. About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- is a pioneer in the development and commercialization of high-performance enzymes for use in industrial processes. Verenium currently sells enzymes developed using its R&D capabilities to industrial customers globally for use in markets including biofuels, animal health and oil seed processing. Ernst & Young LLP in San Diego, California, the Company's outside auditor, said in a March 5, 2012 audit report filed together with the financial results, noted that the Company's recurring operating losses, working capital deficit of $600,000 and accumulated deficit of $600.8 million at Dec. 31, 2011, raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2011, Verenium had $65.3 million in total assets and $55.4 million in total liabilities. VERTELLUS SPECIALTIES: S&P Lowers Corp. Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Vertellus Specialties Inc. to 'B-' from 'B'. "We also lowered the rating on the company's asset-based revolving credit facility (which has been increased to $100 million) maturing in March 2015 to 'B+' from 'BB-' with a recovery rating of '1'. This indicates our expectation for very high (90% to 100%) recovery in the event of a payment default. We lowered the rating on the company's $345 million senior secured notes due October 2015 to 'B-' from 'B' with a recovery rating of '4'. This indicates our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. "The downgrade reflects oversupply conditions in pyridine, picolines, and vitamin B-3, particularly in China," said Standard & Poor's credit analyst Cynthia Werneth. "This has resulted in very competitive pricing in Asia and Europe, and Vertellus' inability to fully recoup raw material cost increases in its agriculture and nutrition business. In addition, the company has been spending heavily on capacity expansion during the past year. These factors have resulted in increasingly negative free operating cash flow in each of the past few quarters. We expect market conditions to remain challenging throughout this year. Our base case calls for an improvement in free operating cash flow beginning about mid-2012 primarily because of significantly lower planned capital spending. However, we currently view liquidity as less than adequate, and the negative outlook indicates that we could lower the ratings further if operating performance or liquidity are worse than we expect," S&P said. "The ratings on Vertellus reflect its highly leveraged financial risk profile and weak business risk profile. Vertellus has two business units - agriculture and nutrition, and specialty materials - each representing roughly 50% of sales. It is the largest producer of pyridine and picolines, which are used in crop protection chemicals, and the company also manufactures derivative products used in many other applications. Vertellus is also the second-largest global producer of vitamin B-3, used in animal and human nutrition. In specialty materials, Vertellus produces castor-oil based additives used in coatings and other applications, DEET (an active ingredient in insect repellents), and various niche products used to make polymers, plastics, pharmaceutical, medical, and other products," S&P said. "Operating results depend on the continued success of a few key product categories and remain vulnerable to fluctuations in raw material costs, including formaldehyde (prices of which move with methanol pricing) and acetaldehyde (prices of which move with ethylene and ethanol pricing). In addition, most of its end markets are vulnerable to economic cycles," S&P said. "The outlook is negative. Our base case scenario indicates that EBITDA should stabilize at approximately current levels, and free operating cash flow should be neutral primarily because of lower capital spending. However, we could lower the ratings in the next few quarters if operating results continue to worsen as a result of overcapacity and competitive pricing in key product lines or if other factors such as a sharp spike in raw material costs or higher capital or environmental spending erode liquidity," S&P said. "To consider an outlook revision to stable, we would need to see operating earnings and cash flow stabilize at a level that would result in positive cash flow generation after capital spending. In addition, liquidity would have to strengthen to adequate levels," S&P said. VI-JON INC: Moody's Lowers Corporate Family Rating to 'B2' ---------------------------------------------------------- Moody's Investors Service downgraded the long-term debt ratings of Vi-Jon, Inc., including the company's Corporate Family Rating to B2 from B1 and the company's Probability of Default Rating to B3 from B2. The downgrade reflects the deterioration in its credit metrics, as lower profitability has lead to weak cash flow generation, increased leverage and a weaker liquidity profile. The outlook is stable. "Management turnover and an inability to pass on rising input costs due to its more limited pricing flexibility and high retail concentration has meaningfully impacted profitability over the last year despite strong product volume gains," says Moody's Senior Vice President Janice Hofferber. "Although we expect leverage to recover to well below 6.0 times over the next 12-18 months as profitability improves, restoring credit metrics to historic levels will be challenging and may take longer than management anticipates given the highly competitive nature of the private label business and lack of near-term pricing flexibility." Ratings downgraded include the following: - Corporate Family Rating to B2 from B1; - $30 million senior secured revolving credit facility expiring April 2013 to B2 (LGD 3, 35%) from B1 (LGD 3, 34%); and - $137 million senior secured term loan B facility due April 2014 to B2 (LGD 3, 35%) from B1 (LGD 3, 34%); - Probability of default to B3 from B2 The rating outlook is stable. Ratings Rationale Vi-Jon's B2 Corporate Family Rating is constrained by the company's weak credit metrics, specifically its high leverage (over 6.0 times as of FYE 2011 including Moody's standard adjustments and one-time items), weak profitability and cash flows, relatively small scale and more limited pricing flexibility as compared to its branded peers. In addition, the loss of a significant customer could have a meaningful impact on the company due to its reliance on a few key customers for more than 60% of its revenue. Vi-Jon's ratings are supported by growth in the private label personal care category, its long-standing relationship with key retailers, and strong operational and manufacturing capabilities. Vi-Jon's adequate liquidity profile is supported by its cash flow from operations (which is expected to improve from FY11 levels), and modest cash balances. Although Vi-Jon maintains full availability under its $30 million secured revolving credit facility, liquidity is constrained by the near-dated expiration of the facility on April 24, 2013. In addition, the company faces the maturity of its term loan B facility on April 24, 2014. Vi-Jon's stable outlook reflects Moody's expectation that profitability and cash flow will improve meaningfully and the company will address its near-term debt maturities, including the April 2013 expiration of its revolving credit facility, in a timely manner. Vi-Jon's ratings could be downgraded should the company fail to address its near-term debt maturities in a timely manner or if credit metrics deteriorate such that debt-to-EBITDA is sustained above 6.5 times or free cash flow remains negative. Any significant debt-financed acquisition or shareholder distribution could also result in a ratings downgrade. For an upgrade, Vi-Jon would need to achieve better scale and diversification through profitable organic growth, such that leverage ratios were sustained below 4.5 times and coverage ratios exceeded 2.0 times. Positive free cash flow to debt would also need to be sustainable. St. Louis-based Vi-Jon, Inc. is a private label manufacturer of personal care products with more than 300 different formulations and more than 5,000 products across a wide spectrum of categories. Vi-Jon is the combination of the July 2006 merger of two leading personal care private label manufacturers, Vi-Jon Laboratories, Inc. and Cumberland Swan Holdings, Inc. Vi-Jon is the direct subsidiary of VJCS Holdings, Inc., which in turn is owned by Berkshire Partners and other co-investors including management. The principal methodology used in rating Vi-Jon was the Global Packaged Goods Industry Methodology published in July 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. VISUALANT INC: Plans Joint Development Agreement with Sumitomo -------------------------------------------------------------- Visualant, Inc., on April 4, 2012, entered into a Letter of Intent with Sumitomo Precision Products Co., Ltd., a publicly-listed Japanese corporation. Under the terms of the LOI, the parties intend to enter into a Joint Development Agreement for the commercialization of Visualant's patented Spectral Pattern Matching technology. It is anticipated that SPP will purchase common stock of Visualant up to a maximum of US$3 million at a price per share of no more than US$0.20 or a minimum of 15,000,000 shares. SPP and Visualant are expected to enter into a license agreement which will provide SPP with an exclusive license to access all related IP of the SPM technology in an exclusive territory. The maximum initial license payment under such a license agreement would be US$1 million. The exact amount of the initial payment and the terms of the exclusive territory are to be determined by the parties. The parties have been working together since 2011, developing and testing the SPM products, analyzing the market potential for the SPM technology and developing a product plan. SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and has operations in Japan, United States, China, United Kingdom, Canada and other parts of the world. Additional details are available at http://www.spp.co.jp/English/index2-e.html. The transaction, including the entry into the Joint Development Agreement for a one year term and the closing of the investment and license agreement, is subject to terms and conditions, including the completion of due diligence, agreement on the product development plan and entry into contracts. The due diligence is expected to be completed by May 2, 2012. Neither party is obligated by the LOI to complete the transaction. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on October 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.39 million for the year ended Sept. 30, 2011, compared with a net loss of $1.14 million during the previous year. The Company's balance sheet at Dec. 31, 2011, showed $4.23 million in total assets, $5.96 million in total liabilities, $39,504 in noncontrolling interest and a $1.76 million in total stockholders' deficit. WENDY'S INT'L: Moody's Rates New $1.25BB Secured Term Loan (P)B1 ---------------------------------------------------------------- Moody's Investors Service assigned a (P)B1 rating to Wendy's International, Inc.'s proposed $1.125 billion senior secured term loan B and $200 million senior secured revolver. Moody's also affirmed the ratings of Wendy's Restaurants, LLC, including its B2 Corporate Family Rating (CFR) and Probability of Default Rating (PDR). The outlook is changed to positive from stable. Ratings Rationale Proceeds from the proposed $1.125 billion term loan B will be used to refinance the existing debt at Wendy's Restaurants, LLC, which includes a $650 million senior secured bank facility (about $470 million outstanding) and $565 million senior unsecured notes due 2016. Upon successful completion of the transaction and receipt and review of final documentation the provisional designation will be removed and concurrently, a B1 rating will be assigned to Wendy's $1.125 billion senior secured term loan B and $200 million senior secured revolver. At the same time, all ratings of Wendy's Restaurants will be withdrawn and concurrently a B2 Corporate Family Rating and Probability of Default Rating will be assigned to Wendy's with a positive outlook. The change in outlook to positive from stable reflects Moody's view that credit metrics should gradually improve as operating metrics, particularly for re-imaged restaurants and new restaurant additions, and a continued focus on cost savings drive improved earnings despite soft consumer spending and commodity inflation. The positive outlook also reflects Moody's expectation that liquidity will remain good. The affirmation of Wendy's Restaurants B2 CFR reflects the company's relatively high leverage, modest coverage, significant capital expenditure requirements and the uncertainty of growing the breakfast day part to a material scale. Moody's also believes that soft consumer spending and commodity inflation will continue to pressure earnings. The ratings are supported by Wendy's strong brand awareness, improved operating metrics, meaningful scale and good liquidity. Ratings affirmed are: Wendy's Restaurants, LLC - Corporate Family Rating at B2 - Probability of Default Rating at B2 - $150 million senior secured revolving credit facility expiring 2015 at Ba2 (LGD 2, 18%) - $500 million senior secured term loan B due 2017 at Ba2 (LGD 2, 18%) - $565 million guaranteed senior unsecured notes due 2016 at B3 (LGD 4, 64%) Wendy International Inc. - $100 million 7% senior unsecured notes due 12/15/2025 at Caa1 (LGD 6, 91% ) - $225 million 6.2% senior unsecured notes due 6/14/2014 at Caa1 (LGD 6, 91%) The outlook is positive. Ratings assigned are: Wendy International Inc. - $1.125 billion senior secured term loan B, due 2019 rated (P)B1 (LGD 3, 40%) - $200 million revolving credit facility, due 2017 rated (P)B1 (LGD 3, 40%) * Upon the successful conclusion of the transaction, the CFR and PDR will be assigned to Wendy's. A ratings upgrade would require a sustained strengthening of debt protection metrics. Specifically, debt to EBITDA below 4.75 times and EBITA coverage of interest of above 1.75 times. Factors that could result in a ratings downgrade include a decline in operating performance that results in a sustained weakening of debt protection metrics. A downgrade could occur if debt to EBITDA migrates toward 6.5 times or EBITA coverage of interest fell below 1.0 times on a sustained basis. Ratings could also be downgraded if liquidity were to deteriorate. The principal methodology used in rating Wendy's Restaurants, LLC. was the Global Restaurant Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Wendy's Restaurants, LLC., a wholly owned subsidiary of Wendy's Company, Inc., owns, operates and franchises approximately 6,540 quick-service hamburger restaurants. Annual revenues are approximately $2.4 billion. WINDSOR FINANCING: Moody's Cuts Rating on Sr. Sec. Bonds to 'B1' ---------------------------------------------------------------- Moody's Investors Service downgraded Windsor Financing, LLC senior secured bonds due 2017 to B1 from Ba3 and downgraded Windsor's subordinated secured notes due 2016 to Caa1 from B3. There is approximately $133.0 million outstanding under the senior secured bonds and approximately $39.3 million outstanding under the subordinated secured notes. The outlook has been changed to stable from negative. Ratings Rationale The rating action reflects Windsor's continued poor financial performance relative to Moody's expectations. Cash flow and coverages will remain weak over the next several years. The debt service coverage ratio was 1.02 times in 2010, and 1.05 times in 2011. The forecast for 2012 indicates that the debt service coverage ratio is expected to be 1.07 times. Moody's expects that Windsor's debt service coverage ratio will remain at or near 1.0 times for the next several years. These levels of coverage are not consistent with the Ba3 rating category. The stable outlook reflects Moody's expectation that the coverage metrics have stabilized, albeit at lower levels than expected, allowing for scheduled amortization to occur as planned. In addition, the project should have sufficient liquidity in the form of the Senior Debt Service Reserve LC to cover debt service should coverage metrics drop below 1.0 times. The Senior Debt Service Reserve LC has been fully replenished to approximately $16 million. Even if the LC facility is not renewed past its current expiration date of February 2013 (Windsor is in discussions with its lenders about extending this facility), the terms of the facility provide for a term out to the maturity of the senior bonds in 2017. In addition, there is an undrawn $5 million working capital facility that can provide additional liquidity, if needed. The Subordinated DSR LC remains fully drawn at $3.0 million. The three notches between the senior secured bonds and the subordinated notes reflect the fact that the Subordinated DSR LC has been fully drawn as well as the increased potential from refinancing risk associated with this tranche of debt as there is not expected to be any subordinated debt service for the next several years. While failure to make interest and amortization payments under the sub debt is not an event of default, these amounts do accrete due to the accrual of additional default interest, thus increasing the size of the sub debt and the potential refinancing risk on the subordinated notes. On the positive side, Moody's observes that Windsor has signed a long- term PPA with Northern Virginia Electric Cooperative that expires in 2029, which should help to facilitate a refinancing of these subordinated notes. Windsor Financing, LLC is the financing arm of Windsor's operating subsidiaries Spruance Genco, LLC and Edgecombe Genco, LLC, which own the power projects Richmond and Rocky Mount, respectively. The Richmond project (Virginia) and the Rocky Mount project (North Carolina) are both coal-fired, electric and steam generating plants and have a combined generating capacity of approximately 330 megawatts. The facilities operate as Qualifying Facilities under PURPA and sell their electricity to Virginia Electric Power Co (VEPCO: A3, senior unsecured), a subsidiary of Dominion Resources, Inc. Both sell their steam output to manufacturing facilities. The principal methodology used in this rating was Power Generation Projects published in December 2008. WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in 2011 -------------------------------------------------------- World Surveillance Group Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.12 million on $203,682 of net sales in 2011, compared with a net loss of $9.79 million on $250,000 of net sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.77 million in total assets, $16.97 million in total liabilities, and a $14.20 million total stockholders' deficit. For 2011, Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about World Surveillance's ability to continue as a going concern. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. Bankruptcy Warning The Company's indebtedness at Dec. 31, 2011, was $16,647,378. A portion of those indebtedness reflects judicial judgments against the Company that could result in liens being placed on the Company's bank accounts or assets. The Company is reviewing its ability to reduce this debt level due to the age or settlement of certain payables but the Company may not be able to do so. This level of indebtedness could, among other things: -- make it difficult for the Company to make payments on this debt and other obligations; -- make it difficult for the Company to obtain future financing; -- require the Company to redirect significant amounts of cash from operations to servicing the debt; -- require the Company to take measures such as the reduction in scale of its operations that might hurt the Company's future performance in order to satisfy its debt obligations; and -- make the Company more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to it. A copy of the Form 10-K is available for free at: http://is.gd/IccHmD About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc. develops and markets patented hypothermic storage and cryopreservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. YPSILANTI SCHOOL: Moody's Cuts Rating on $80.2MM Bonds to 'Ba1' --------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa2 the underlying rating on Ypsilanti School District's (MI) $80.2 million of outstanding rated general obligation bonds and affirmed the negative outlook. The bonds are secured by the district's General Obligation unlimited tax pledge. Rating Rationale The downgrade to the Ba1 rating primarily reflects the district's ongoing deficit General Fund balance. The negative fund balance will continue to comprise a large share of the district's annual revenues, and management anticipates additional declines in fund balance by fiscal year end. Also included in the rationale for the downgrade are ongoing declines in the district's full valuation, ongoing reliance on state aid revenues to fund operations, and an above average debt burden. Affirmation of the negative outlook reflects Moody's expectation that the district's financial operations will continue to face stress in the near term. The district has experienced significant enrollment declines in the past few years and anticipates further declines, which will reduce payments to the district under the per pupil funding formula. Without considerable budgetary adjustments, he district's negative General Fund balance is likely to continue for the next couple years, resulting in ongoing reliance on cash- flow borrowing to fund operations. Strengths: - Average socioeconomic indicators - Stability among top taxpayers Challenges: - Declining tax base - Deficit General Fund and cash positions unlikely to be reversed in the near term - Limited financial flexibility and ongoing reliance on state aid - Above average debt burden WHAT COULD MAKE THE RATING GO UP (or revise the outlook to stable from negative): - Significant and timely progress in reducing or eliminating the outstanding deficit General Fund balance - Stable to increasing trends in enrollment leading to increased operating revenues to assist in reestablishing a positive General Fund position WHAT COULD MAKE THE RATING GO DOWN: - Failure to eliminate the deficit General Fund balance in a timely manner and/or continued financial deterioration - Further enrollment declines that result in greater than anticipated revenue pressure The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. Z TRIM HOLDINGS: Incurs $6.9 Million Net Loss in 2011 ----------------------------------------------------- Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.94 million on $1.02 million of total revenues in 2011, compared with a net loss of $10.91 million on $903,780 of total revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $4.27 million in total assets, $13.01 million in total liabilities, $3.85 million in total commitment and contingencies and a $12.59 million total stockholders' deficit. M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company had a working capital deficit and reoccurring losses as of Dec. 31, 2011. A copy of the Form 10-K is available for free at: http://is.gd/atRL7L About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. * Moody's Says Tough Pricing to Hit North-Am Solid Waste Sector --------------------------------------------------------------- The outlook for the North American Solid Waste industry has been revised to stable from positive as industry price growth ebbs amid the sluggish US economic recovery, says Moody's Investors Service in an industry outlook update. "The slow economic improvement has failed to generate meaningful growth in waste volumes, and the pricing discipline maintained by waste operators during the recession is beginning to fade," said Bruce Herskovics, a Moody's analyst. "We're hearing that customers, particularly cash-strapped municipalities, are pushing back when contracts come up for renewal and we believe that operators are bidding more defensively to maintain accounts." Customer demand for pricing concession will mute the impact of annual inflation-based price escalators that are built into most solid waste hauling contracts, says Moody's. Lackluster waste volumes from the still-dampened construction and demolition sector are unlikely to rebound this year. However, industrial and commercial waste segments have shown firmer trends, aided by better industrial production and retail sales, says Moody's. The outlook update also acknowledges a long-developing shift in consumer preference for recycling and re-use over landfill disposal which is inhibiting residential waste volumes. Moody's also notes that higher diesel prices and less supportive spot market prices on recyclables will present earnings headwind. Please see the full outlook update "North American Solid Waste Industry: Tough Pricing Environment Will Temper Industry Growth" on www.moodys.com. * Moody's Says New Canadian Wireless-Only Carriers Struggling ------------------------------------------------------------- Canada's three new wireless-only carriers remain challenged and are having little impact on the large telecom incumbents, says Moody's Investors Service in a new report. Rogers Communications Inc (Baa1 stable), Bell Canada (Baa1 stable) and TELUS Corp (Baa1 stable) together make up nearly 92% of market share, with smaller regional and wireless-only carriers competing over the remainder. "Reports that Canada's three new wireless-only carriers - Wind Mobile, Mobilicity and Public Mobile - are struggling may presage consolidation activity over the next couple of years," said Bill Wolfe, a Moody's Vice President. Given the continued funding challenges a consolidated entity would likely face in terms of network and spectrum investments, Moody's expects that a wireless- only merger is a low probability event. "In addition, the three incumbents still would have a defensible market position and their ratings would likely be unaffected even in this scenario," adds Wolfe. Moody's does not rate Wind Mobile, Mobilicity or Public Mobile. Canada's telecom sector is split between the three incumbent players with 91.5% combined market share, regional service providers with 5.1% market share and wireless -only new entrants that have 3.4% market share. Recent Canadian public policy has strived to reduce consumer costs and encourage the new wireless- only carriers to provide competitive offerings. However, the new carriers may not have the economies of scale, the access to funding or the latest products to undercut or challenge the incumbents' market share. Moody's believes increased M&A activity may be a likely scenario for this sector. In particular, one of the regional cable companies could buy a wireless-only carrier to enhance its "quadruple play" service offerings. An acquisition by Quebecor Media Inc.(Ba2 stable), Shaw Communications Inc.(Baa3 stable), or Bragg Communications Inc (unrated). would also expand the cable company's wireless footprint, accelerate its market access and augment spectrum holdings. For more information please see the full report "Canadian Telecommunications and Cable Industries: Consolidation Could Be in Store as New Wireless Companies Appear to Struggle" on www.moodys.com. * Moody's Says US Private Corrections Sector Face Credit Concerns ----------------------------------------------------------------- The outlook for the fundamentals of the US private corrections industry is stable as federal, state and local governments continue to turn to private correctional companies to alleviate overcrowding, says Moody's Investors Service in a new report. At the same time, budget deficits are pressuring government policy makers to reduce costs in any way possible, creating a strong incentive to lower prison populations. "Our major concern for the industry's credit quality is that contracts with government entities could potentially be cancelled or have their per diem usage reduced as governments look to close budget gaps," says Jane Cotroneo, a Moody's Analyst. "So far, contract cancellations have not been significant as governments vary in their budget and policy decisions and public prison facilities remain overcrowded." Moody's ongoing credit concerns for the industry include the limited re-use possibilities for prisons, the limited number of government clients, the short-term nature of most contracts, and the industry's vulnerability to shifts in public opinion. Inmate populations have doubled over the past two decades to 1.5 million. However, in 2010, the most recent year for which data is available, the prison population declined by a modest 0.4%. Moody's currently rates two private correctional companies, Corrections Corp of America (Ba1) and The Geo Group (B1). These two companies have grown significantly over the past several years through development, expansion, and industry consolidation to become the industry leaders. Both companies have stable rating outlooks. "Growth has strengthened credit metrics of Moody's rated private correctional companies, providing adequate cushion to withstand modest occupancy declines should they materialize," says Moody's Ms. Cotroneo. * Thompson Hine Bolsters New York Real Estate Practice ------------------------------------------------------ Thompson Hine LLP disclosed that Karen M. Kozlowski has joined its New York office as a partner in the Real Estate practice. Kozlowski joins from Sullivan & Worcester LLP. "Karen is a fantastic addition to the New York office and further expands our existing real estate capabilities," said Katherine D. Brandt, partner-in-charge of the firm's New York office. "Her joining the firm illustrates Thompson Hine's continuing commitment to growing our New York office with top-tier lateral partners." Kozlowski's addition falls on the heels of the recent hires of William H. Schrag and Peter J. Gennuso, who joined the Bankruptcy and Corporate practices in New York, respectively. Kozlowski's practice is focused in the areas of real estate financing, leasing, loan restructurings and workouts, acquisitions/sales, and lending and loan portfolio note sales and purchases. Her clients include finance companies; local, national and international institutional lenders; developers; and other institutional investors. She concentrates her practice in the structuring, negotiating and closing of financial transactions in various areas including mortgage loans, term loans, revolving loans, working capital and acquisition lines of credit, loan participations, and domestic and international syndicated loan transactions. Kozlowski has represented the lead lender in the $420 million acquisition financing of nine shopping centers located in New Hampshire and Massachusetts and a purchaser in connection with the due diligence review of a $1.4 billion loan portfolio purchase. Kozlowski noted the extensive resources available to her existing clients. "I was attracted to the breadth of Thompson Hine's national real estate platform and the range of services that would benefit my clients -- particularly the full-service bankruptcy and litigation practices," said Kozlowski. "I was also impressed with the firm's focus on value and efficiency, which is becoming more and more important to clients." Kozlowski holds a J.D. from Seton Hall University School of Law and graduated cum laude with a B.A. from Stonehill College. About Thompson Hine Established in 1911, Thompson Hine -- http://www.ThompsonHine.com/ -- is a business law firm dedicated to providing superior client service. The firm has been recognized for ten consecutive years as a top law firm in the country for client service excellence in The BTI Client Service A-Team: Survey of Law Firm Client Service Performance. With offices in Atlanta, Cincinnati, Cleveland, Columbus, Dayton, New York and Washington, D.C., Thompson Hine serves premier businesses worldwide. * BOOK REVIEW: Corporate Debt Capacity -------------------------------------- Author: Gordon Donaldson Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961 book published by the President and Fellows of Harvard College). List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7. "The research project who results are reported in this volume was primarily concerned with the risk element involved in the utilization of debt as a source of permanent capital for business," Bertrand Fox, Director of Research, succinctly writes in the "Foreword". The research project was funded by and conducted by an organization connected with Harvard College, the original publishers of this book in the early 1960s. The research was not a body of data for analysis as research typically is in business studies or sociological studies. In the end, Donaldson recommends perspectives and practices going beyond the research. This doesn't necessarily go against the findings of the research, but rather shows the limitations of the thinking of most businesspersons at the time or their blind spots regarding the role of debt, especially with respect to potentials for growth, longevity, and other interests of business management. The businesses are not identified. Given Donaldson's credibility and reputation and the Harvard name behind the research project however, the research data is taken as factual and reliable. The research was garnered from participating corporations and financial institutions. Though there are a few tables, the research is not limited to financial information strictly as figures and other balance sheet data. Donaldson was interested as much in corporate leaders' psychology and presumptions about debt more than current debt situations and corporate policies regarding debt. Financial institutions were included as part of the study as well because their views toward corporate debt and the way they worked with the financial parts of corporations had an effect on corporate debt of the time. As Donaldson found from the research, both corporations and financial institutions understood debt in conventional, traditional, ways. For the corporations, these ways could be hampering operations and strategy. The ways corporations were being hampered were unseen however unless they started looking at their books differently and became open to taking on debt differently. Donaldson's singular achievement was to see in the research ways in which corporations were being hampered and in thus propose a new way of regarding debt. This was a revolutionary step for the large majority of businesses. And for even the small number of businesses which were pursuing unconventional debt practices, Donaldson's studies and new perspective put these on solid ground giving better guidance. Donaldson's readings of the research reflect corporate managers' own statements (also part of the research) regarding their views on their company's financial analysis and debt. Managers are quoted, "Our management is essentially conservative."; "The word which describes our corporate image is 'dignified'."; "I supposed in a way we're lazy." The author treats these as "attitudes"--as in a chapter "Management Attitudes to Non-Debt Sources"-- realizing that it is such "attitudes" more than what financial figures disclose or debt itself which colors practices about the fundamental business matter of debt. Donaldson brings into the open managers false sense of debt. This false sense is bound in with conventional, inherited concepts and images of a corporation having no relation to facts. Such conventional views are perpetuated by an aversion to risk. The less debt, the less risk, according to the prevailing precept. But Donaldson points out that managers who observe this actually often pursue greater risks in product development, entering new markets, mergers, and other activities. Corporate "attitudes" to debt since the book's 1961 publication attest to the deep influence of Donaldson's groundbreaking perspective. Consumer debt, the growth of credit cards, and other financial phenomena also evidence changed regard of debt found in Donaldson's work. The tipping of the balance to too much debt for many corporations and beyond cannot be attributed to the book however. For in urging new concepts and uses of debt for the better management of corporations, Donaldson also goes into determination and control of risks entailed in new types of debt. Gordon Donaldson retired in 1993 after close to 20 years at the Harvard Business School. ********* 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 ***