/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120416.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 16, 2012, Vol. 16, No. 105 Headlines ADRENALINA: Had $12.01-Million Net Loss in 2008 AFA FOODS: Has 7-Member Creditors Committee AMEREN ENERGY: Moody's Lowers Sr. Unsecured Debt Rating to 'Ba3' AMERICAN MEDICAL: A.M. Best Reviews 'bb-' Issuer Credit Rating AS SEEN ON TV: Amendment No. 7 to 10MM Common Shares Offering ASPENBIO PHARMA: GHP Horwath Raises Going Concern Doubt AUSTRALIAN-CANADIAN OIL: KWCO P.C. Raises Going Concern Doubt BIDZ.COM INC: Marcum LLP Raises Going Concern Doubt BRUCE WEATHERS: Case Summary & 7 Largest Unsecured Creditors CAESARS ENTERTAINMENT: Has 10MM Distribution Pact with Citigroup CANO PETROLEUM: Can Employ Thompson & Knight as Counsel CANO PETROLEUM: Can Employ Kane Russell to Examine Liens CARMIKE CINEMAS: Moody' Rates $210-Mil. Second Lien Bonds 'B2' CARMIKE CINEMAS: S&P Raises Corporate Credit Rating to 'B' CENTAUR HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating CERTENEJAS INCORPORADO: Files for Chapter 11 in Puerto Rico CITY NATIONAL: Four Directors Elected at Annual Meeting CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market CLEARWIRE CORP: Intel Files Amendment No. 12 to Schedule 13D COGDELL SPENCER: Deloitte & Touche Raises Going Concern Doubt COMBIMATRIX CORP: Haskell & White Raises Going Concern Doubt COMMERCE PROTECTIVE: A.M Best Withdraws 'bb' Issuer Credit Rating COMVERGE INC: PwC LLP Raises Going Concern Doubt CONSTRUCTORA DE HATO: Case Summary & Creditors List CONSUMER SPECIALTIES: A.M. Best Assigns bb+ Issuer Credit Rating CONVERTED ORGANICS: Amends Warrants Issued to Iroquois CONVERTED ORGANICS: Has 180.2 Million Outstanding Common Shares COUDERT BROTHERS: Can't Sue Orrick, Others Over Retiree Benefits CRYSTALLEX INT'L: Receives Temporary Cease Trade Order DENNY'S CORP: Has $250 Million Credit Facility with Wells Fargo DFC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable DIRECT REALTY: Case Summary & 6 Largest Unsecured Creditors DOLLAR THRIFTY: DBRS Confirms 'B(high)' Issuer Rating E-DEBIT GLOBAL: Schumacher & Associates Raises Going Concern Doubt EASTMAN KODAK: Committee Retains Jefferies as Investment Banker EASTMAN KODAK: Committee Taps Intellectual Property Consultant EASTMAN KODAK: Committee Has EPIQ as Information Agent EURAMAX INTERNATIONAL: Messrs. Parker & Stewart Elected to Board FIREKEEPERS DEVELOPMENT: S&P Withdrew 'B+' Isssuer Credit Rating FIRST AMERICAN: S&P Rates $40-Mil. First Lien Term Loan 'B+' FNB UNITED: Incurs $137.3 Million Net Loss in 2011 FULLCIRCLE REGISTRY: Rodefer Moss Raises Going Concern Doubt FUSION TELECOMMUNICATIONS: Forbearance with TD Bank Expires 2013 GAMCO INVESTORS: Moody's Issues Summary Credit Opinion GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market GENERAL MARITIME: Posts $152.69-Mil. Net Loss in 2011 GLOBAL SHIP: Swings to $9.1 Million Net Income in 2011 GRUBB & ELLIS: Court Approves Amended Asset Purchase Agreement HALO COMPANIES: Reports $461,000 Net Income in Fourth Quarter HAWKER BEECHCRAFT: Incurs $631.9 Million Net Loss in 2011 HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market HCA HOLDINGS: Expects $8.4 Billion Revenue for Q1 2012 HECKMANN GROUP: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable HEMCON MEDICAL: BofA Disputes Cash Collateral Use HERITAGE ANIMAL: Case Summary & 8 Largest Unsecured Creditors HERON LAKE: Posts $1.2-Mil. Net Loss in Jan. 31 Quarter HIGH RIVER: Provides Second Default Status Report HORIZON LINES: Restructuring Agreements to End by April 30 HORIZON LINES: Obligated to Complete an "A/B Exchange Offer" HOVNANIAN ENTERPRISES: Offering 5MM shares Under Incentive Plan HOVNANIAN ENTERPRISES: Closes Sale of 25 Million Class A Shares HUDSON TREE: Can Borrow $2.53 Million From Bank 7 HWI GLOBAL: To Get $150,000 Settlement Payment from USSAG ICG REAL ESTATE: Sec. 341 Creditors' Meeting Set for May 15 IMH FINANCIAL: SEC Completes Investigation; No Action Taken INNOVARO INC: Pender Newkirk Raises Going Concern Doubt INNOVATIVE FOOD: Has Extension Agreement with Noteholders INTELSAT SA: Unit to Purchase 9 1/2 and 11 1/4 Senior Notes INTELSAT SA: Subsidiary to Offer $800 Million 7-1/4 Senior Notes INTELSAT JACKSON: S&P Keeps 'B' Rating on $1.8-Bil. Senior Notes IVANHOE ENERGY: Reports $25.3-Mil. Net Loss in 2011 JOHN D OIL: Sec. 341 Creditors' Meeting Set for May 11 JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos JOHN D OIL: Can Employ Walthall Drake as Accountants JOHN D OIL: Can Employ Maloney & Novotny as Auditors JOHN D OIL: Great Plains Can Access RBS Cash Collateral Thru July KHAN RESOURCES: Receives TSX Delisting Notice LANDRY'S INC: Moody's Rates $400MM Sr. Unsec. Notes '(P)Caa1' LANDRY'S INC: S&P Rates Proposed $400M Sr. Unsecured Notes 'CCC+' LARSON LAND: Case Summary & 20 Largest Unsecured Creditors LIBORIO MARKET: Case Summary & 20 Largest Unsecured Creditors LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market LIZHAN ENVIRONMENTAL: UHY Vocation Raises Going Concern Doubt LOS ANGELES DODGERS: Court Confirms Exit Plan & $2.15-Bil. Sale LUMBER PRODUCTS: Files for Chapter 11 in Oregon LUMBER PRODUCTS: Hearing Today on Cash Use, Trustee Appointment MARITIME TELECOMMUNICATIONS: S&P Affirms 'B' Corp. Credit Rating MASTEC INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable MCJUNKIN RED: S&P Puts 'B' Corp. Credit Rating on Watch Positive MF GLOBAL: Files New List of 50 Largest Unsecured Creditors MF GLOBAL: Executives Silent on Missing Funds MF GLOBAL: Creditors Committee Files 1st Status Report MF GLOBAL: SIPA Trustee in Talks With JPM on MFGI Claims MF GLOBAL: SIPA Trustee's Distribution Proposal Draws Reactions MF GLOBAL: Court Approves $14.5-Million Metals Sale MICHAELS STORES: S&P Raises Corp. Credit Rating to 'B'; on Watch MICRON TECHNOLOGY: S&P Rates New $1-Bil. Senior Notes 'CCC+' MIRION TECHNOLOGIES: S&P Assigns B Corporate Credit Rating MOMENTIVE PERFORMANCE: Amends $525.6 Million Resale Prospectus MONITRONICS INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating MOMENTIVE SPECIALTY: Euro VI to Resell $134MM 9% Senior Notes MORGUARD REIT: DBRS Confirms 'BB(high)' Issuer Rating MORRISON MARKETING: Case Summary & 20 Largest Unsecured Creditors MOTORSPORT AFTERMARKET: S&P Withdraws 'CCC' Corp. Credit Rating MUNICIPAL MORTGAGE: Charles Baum to Retire as Director NAPA HOME: Insurers Push for $15-Mil. Coverage Deal With Trustee NATIONWIDE MUTUAL: Fitch Holds Trust Preferred Securities at BB+ NEBRASKA BOOK: Files Third Amended Joint Plan of Reorganization NET ELEMENT: Has Joint Venture Pact with I. Krutoy to Form Music1 NORTEL NETWORKS: Obtains Further Extension of CCAA Stay Period OAKLEY RDA: S&P Lowers Rating on Series 2008 Bonds to 'BB' OHI INTERMEDIATE: S&P Assigns Preliminary 'B+' Corp. Credit Rating ON ASSIGNMENT: S&P Assigns BB- Corp. Credit Rating; Outlook Stable PARKER DRILLING: S&P Keeps B+ Rating on $300MM Sr. Unsecured Notes PDQ COOLIDGE: Sec. 341 Creditors' Meeting Set for May 21 PDQ COOLIDGE: Wants to Hire Aaronson Firm as Chapter 11 Counsel PINNACLE AIRLINES: Seeks Surplus Asset Sale Approval PREMIERWEST BANCORP: Reports $15-Mil. Net Loss in 2011 PRINCETON NATIONAL: BKD LLP Raises Going Concern Doubt PROBE MANUFACTURING: W. T. Uniack Raises Going Concern Doubt QUANTUM CORP: BlackRock Ceases to Hold 5% Equity Stake QUANTUM FUEL: To Hold Annual Vote on Executive Compensation REAL ESTATE ASSOCIATES: Has No Remaining Investment in Oak Hill REDDY ICE: Files for Chapter 11 With Pre-Negotiated Plan REDDY ICE: Has Interim Approval of $70MM Macquarie DIP Loan REDDY ICE: Organizational Meeting to Form Committee on April 19 REDDY ICE: Incurs $69.4 Million Net Loss in 2011 REDDY ICE: Case Summary & 20 Largest Unsecured Creditors REDDY ICE: Moody's Lowers PDR to 'D' Following Bankruptcy Filing REDDY ICE: S&P Cuts Corp. Credit Rating to 'D' on Ch. 11 Filing RITE AID: Incurs $368.5 Million Net Loss in Fiscal 2012 ROAD INFRASTRUCTURE: S&P Rates Corp. Credit 'B'; Outlook Stable RUSSEL METALS: Moody's Rates C$300MM Sr. Unsecured Notes 'Ba1' SABA: Receives NASDAQ Noncompliance Notification Letter SAN DIEGO NATURAL HISTORY: Moody's Affirms 'Caa2' Rating on COP SALT ROCK: Case Summary & 3 Largest Unsecured Creditors SAPPHIRE VP: Chapter 11 Filing Forestalls Foreclosure SEALY CORP: H Partners to Inhibit from Voting for Directors SHERRITT INTERNATIONAL: DBRS Confirms 'BB(high) Issuer Rating SINCLAIR BROADCAST: BlackRock Ceases to Hold 5% Equity Stake SITEL WORLDWIDE: S&P Rates $200MM Sr. Secured 1st Lien Notes 'B' SMART & FINAL: S&P Keeps 'B-' Corp Credit Rating on Watch Positive SOLAR TRUST: Ridgecrest Case Summary & 30 Largest Unsec. Creditors SOLERA HOLDINGS: S&P Keeps 'BB' Rating on $850MM Unsec. Notes ST. VINCENT'S: Seeks Return of Bills It Paid Before Ch. 11 Filing STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt STRATEGIC AMERICAN: Launches www.duma.com Web Site SUN HB 35: Case Summary & 4 Largest Unsecured Creditors SUN HB 38: Case Summary & 4 Largest Unsecured Creditors SUN RIVER: Reports $2.2-Mil. Net Loss in Jan. 31 Quarter SWEPORTS LTD: Must Answer Bankruptcy Allegations May 3 SWISHER HYGIENE: Delays Filing on 2011 Annual Report TENET HEALTHCARE: Has $77MM Accord With CMS & Health Dep't TENSAR CORP: S&P Cuts Revolving Credit Facility Rating to 'CCC-' TORM A/S: Reaches Temporary Standstill with Bank Group TIMMINCO LTD: Phase II Bid Deadline Extended to April 19 TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt TREE HOUSE: Case Summary & 10 Largest Unsecured Creditors TRIBUNE CO: Hearing Today on Supplemental Plan Disclosures TRIBUNE CO: Sam Zell Biggest Loser in Allocation Disputes Ruling TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market TRIUS THERAPEUTICS: David Kabakoff Reappointed Class II Director TXU CORP: Bank Debt Trades at 46% Off in Secondary Market TXU CORP: Bank Debt Trades at 41% Off in Secondary Market US COAL: S&P Removes 'CCC' Corporate Credit Rating From Watch US XPRESS: S&P Puts 'B' Corporate Credit Rating on Watch Negative USG CORP: Closes Tender Offer; $118.2MM Notes Validly Tendered WESTERN EXPRESS: S&P Affirms CCC+ Corp Credit Rating, Outlook Neg WESTINGHOUSE SOLAR: Burr Pilger Raises Going Concern Doubt YELLOW MEDIA: DBRS Cuts Issuer Rating/Notes Rating to 'B(low)' YELLOWSTONE CLUB: Founder's Claims Are Attack on Plan, Attys. Say ZURVITA HOLDINGS: Posts $947,900 Net Loss in January 31 Quarter * Foreclosure Activity Down in Q1 2012, RealtyTrac(R) Says * BOND PRICING -- For Week From April 9 to 13, 2012 ********* ADRENALINA: Had $12.01-Million Net Loss in 2008 ----------------------------------------------- Adrenalina filed on March 15, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2008. Goldstein Schechter Koch, P.A., in Coral Gables, Florida, expressed substantial doubt about Adrenalina's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of approximately $12,000,000 and $5,300,000 in 2008 and 2007. Additionally, the Company has an accumulated deficit of approximately $20,900,000 and $8,908,000 at Dec. 31, 2008, and 2007, and is currently unable to generate sufficient cash flow to fund current operations. The Company reported a net loss of $12.01 million on $5.43 million of revenues for 2008, compared with a net loss of $5.26 million on $3.25 million of revenues for 2007. The Company's balance sheet at Dec. 31, 2008, showed $10.09 million in total assets, $10.90 million in total liabilities, and a stockholders' deficit of $810,752. The Company said, "We have failed to comply with the terms and conditions of our debt obligations. As a result, debt holders can initiate litigation against us. If successful, we risk significant liability which will also impact our ongoing business activities. In addition, outstanding creditors could file an involuntary bankruptcy petition and if successful, we would have to liquidate our assets and cease operations." A copy of the Form 10-K is available for free at: http://is.gd/sQcxAk Hallandale, Florida-based Adrenalina, during 2008, operated a retail entertainment, media and publishing company that focused on the nature and wellness lifestyle surrounding outdoor, adventure and extreme sports. At Dec. 31, 2008, the Company had three operating retail stores. After Dec. 31, 2008, and as a result of the economic recession the Company had insufficient working capital for expansion. In addition, several of the Company's prospective landlords / developers were unable to deliver the anticipated retail space and as of Dec. 31, 2011, all of the Company's retail expansion plans were curtailed and its retail stores were either closed or disposed of at various times through Dec. 31, 2011. The Company's current business strategy is to pursue opportunities in the fragrance field. In furtherance thereof, the Company has signed two celebrity exclusive licensing agreements. AFA FOODS: Has 7-Member Creditors Committee ------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The committee members are: 1. Orleans International, Inc. Attn: Lori Wigler 30600 Northwestern Highway, #300 Farmington Hills, MI 48334 Tel: 248-855-5556 Fax: 248-855-5668 2. JBS USA, LLC Attn: Colin Cole 1770 Promontory Circle Greeley, CO 80634 Tel: 970-506-7570 Fax: 970-336-6182 3. San Angelo Packing Co., Inc. Attn: Amy Stokes PO Box 1469 San Angelo, TX 76902 Tel: 325-653-6951 Fax: 325-658-7272 4. ASC Meyners Attn: Richard Atkinson 5140 Palm Valley Rd. Ponte Vedra Beach, FL 32082 Tel: 904-285-2700 Fax: 904-285-4490 5. International Paper Co. Attn: Ana Hughes 6400 Poplar Ave. Memphis, TN 38197 Tel: 901-419-9000 Fax: 901-214-0877 6. Lawrence Wholesale, LLC Attn: Robert Francis 4353 Exchange Ave. Vernon, CA 90058 Tel: 323-235-7535 Fax: 323-235-6920 7. Sealed Air Corporation Attn: Michael Wallace PO Box 464 Duncan, SC 29334 Tel: 864-433-2465 Fax: 864-433-2967 The Committee is being represented by: Sean D. Malloy, Esq. Scott N. Opincar, Esq. McDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH 44114 Tel: (216) 348-5400 Fax: (216) 348-5474 E-mail: smalloy@mcdonaldhopkins.com sopincar@mcdonaldhopkins.com About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the largest processors of ground beef products in the United States. The Company has five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA has seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% percent of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. AMEREN ENERGY: Moody's Lowers Sr. Unsecured Debt Rating to 'Ba3' ---------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured rating of Ameren Energy Generating Company to Ba3 from Ba2. The rating outlook is negative. This concludes the review of Ameren Genco's ratings initiated on March 29, 2012. Moody's affirmed the rating and stable outlook of Ameren Corporation (Ameren - Baa3 senior unsecured). Ratings Rationale "The downgrade of Ameren Genco's ratings reflects the company's more constrained but still adequate liquidity position following the execution of a two-year Put Option Agreement allowing it to raise $100 million within one business day by exercising an option to sell three gas plants to an affiliate", said Michael G. Haggarty, Senior Vice President. The Put Option Agreement allows Ameren Genco to sell three of its natural gas combustion turbine plants to Ameren Energy Resources Generating Company (AERG - unrated) for the greater of $100 million or the fair market value of the plants as determined by a third-party valuation process. The obligation of AERG to purchase these assets upon exercise of the put option is guaranteed by Ameren. This unusual arrangement will partially replace the liquidity provided by its $500 million bank credit facility, where borrowings are becoming increasingly restricted because of covenant limitations. Under Ameren Genco's bond indenture, the company may not borrow any additional funds from external, third- party sources (including its bank credit facility) if its interest coverage falls below 2.5x or debt to capital rises above 60%. Based on projections of operating results and cash flows as of December 31, 2011, the company expects to be below the required 2.5 interest coverage threshold, precluding any borrowings under the credit facility, by the end of the first quarter of 2013. The maintenance of Ameren Genco's rating at the Ba3 rating level recognizes not only the financial flexibility provided by the Put Option Agreement, but also the tangible financial support provided by the Ameren parent company, which guarantees the obligation of affiliate AERG under the Put Option Agreement. The parent company also provides critical power sales and marketing support to Ameren Genco through Ameren Energy Marketing Company, which has limited collateral calls and other contingent calls on Ameren Genco's liquidity as its credit quality and credit ratings have deteriorated. Ameren Genco can also continue to access funds under Ameren's non-state regulated subsidiary money pool, to which it had advanced $74 million as of December 31, 2011. However, Ameren has indicated that any additional borrowings from the money pool would be dependent on consideration by the parent company of the facts and circumstances existing at the time. Without the liquidity provided by the Ameren guaranteed Put Option Agreement and the power sales and marketing support provided by Ameren Energy Marketing Company, Ameren Genco would exhibit much less financial flexibility in the face of continued low power prices, deteriorating financial metrics, environmental capital expenditures, as well as the lack of capacity payments in the market in which it operates. The execution of the Put Option Agreement provides Ameren Genco critical time for current power market conditions to improve before it decides on whether to resume the installation of scrubbers at its Newton power plant, which it recently postponed. The negative outlook reflects Moody's view that low power prices are likely to continue for some time, making it increasingly difficult for merchant coal generators to remain competitive, even in heavily coal dependent areas like southern Illinois, especially when environmental compliance costs are taken into consideration. Barring a substantial improvement in power prices or the institution of a viable capacity market within the Midwest Independent System Operator (MISO), regional merchant coal fired generators like Ameren Genco are at a particular disadvantage. The ability of Ameren Genco to reverse declining financial trends through additional expense reductions, capital expenditure deferrals, or other alternatives is extremely limited. As a result, the company may not have sufficient resources to complete the installation of scrubbers at its Newton plant, increasing the possibility that generation dispatch could be constrained by tightening Illinois multi-pollutant standards as early as 2015. The affirmation of the ratings and stable outlook of the parent company Ameren considers the modest $425 million of debt at the parent company level, the Baa2 rating (senior unsecured) and stable rating outlook of its largest subsidiary, Ameren Missouri, and Moody's recent positive rating action on Ameren Illinois (Baa3 senior unsecured), with its ratings currently under review for possible upgrade. The affirmation of the parent company also considers the relatively small contribution of Ameren Genco to Ameren's overall cash flow and risk profile compared to its regulated utility subsidiaries; and the parent's thus far limited and measured support for Ameren Genco and Moody's expectation that it will not provide any material capital contributions or other direct financial support to this subsidiary. The principal methodology used in this rating was Unregulated Utilities and Power Companies published in August 2009. Ratings downgraded include: Ameren Genco senior unsecured debt to Ba3 from Ba2: Ameren Genco senior unsecured bank credit facility to Ba3 from Ba2. Ratings affirmed include: Ameren Corporation's Baa3 senior unsecured and Issuer Rating and Prime-3 short-term rating for commercial paper. Ameren Energy Generating Company, headquartered in Collinsville, Illinois is a merchant generating subsidiary of Ameren Corporation, a public utility holding company headquartered in St. Louis, Missouri. AMERICAN MEDICAL: A.M. Best Reviews 'bb-' Issuer Credit Rating -------------------------------------------------------------- A.M. Best Co. has placed under review with negative implications the financial strength rating of B- (Fair) and issuer credit rating of "bb-" of American Medical and Life Insurance Company (AMLI) (New York, NY). AMLI is a wholly owned subsidiary of TREK Holdings, Inc. The rating actions reflect the recent suspension of AMLI's insurance license by the Michigan Office of Insurance and Financial Regulation following the company's recent negative media coverage surrounding the distribution of its limited medical products. While AMLI's presence in Michigan is limited, A.M. Best is concerned about its potential future liability related to these events and its exposure to future license suspensions by other state insurance regulators. AMLI's ratings will remain under review with negative implications until A.M. Best has completed further dialogue with the company and has had an opportunity to better assess the ultimate impact of these events on its strategic business plans, its liability and the impact on its financial statements, the potential for additional state regulatory actions and management's corrective action plans. A.M. Best notes that AMLI's ratings may incur downward rating pressure based on the results of these assessments. AMLI markets primarily limited medical insurance products chiefly to associations. AS SEEN ON TV: Amendment No. 7 to 10MM Common Shares Offering ------------------------------------------------------------- As Seen On TV, Inc., filed with the U.S. Securities and Exchange Commission amendment no.7 to Form S-1 registration statement relating to periodic offers and sales of 10,257,045 shares of common stock by the selling security holders which includes: -- up to 3,544,545 shares of common stock issued and outstanding as of the date of this prospectus; -- up to 2,237,500 shares of common stock issuable upon the possible exercise of our Series A Warrants; -- up to 2,237,500 shares of common stock issuable upon the possible exercise of our Series B Warrants; and -- up to 2,237,500 shares of common stock issuable upon the possible exercise of our Series C Warrants. The Company will not receive any of the proceeds from the sale of common stock covered under this prospectus. To the extent the warrants are exercised on a cash basis, the Company will receive proceeds of the exercise price. The Company intends to use those proceeds for working capital and other general corporate purposes. The shares of common stock are being offered for sale by the selling security holders at prices established on the OTC Markets during the term of this offering. These prices will fluctuate based on the demand for the shares of common stock. The Company's common stock is quoted on the OTC Markets under the symbol "ASTV". A copy of the amended prospectus is available for free at: http://is.gd/RM0u4E About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. The Company reported a net loss of $10.20 million on $3.35 million of revenue for the nine months ended Dec. 31, 2011, compared with a net loss of $1.22 million on $848,941 of revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $13.27 million in total assets, $32.73 million in total liabilities, all current, and a $19.46 million total stockholders' deficiency. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2011. The independent auditors noted of the Company's recurring losses from operations and negative cash flows from operations. ASPENBIO PHARMA: GHP Horwath Raises Going Concern Doubt ------------------------------------------------------- AspenBio Pharma, Inc., has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. GHP Horwath, P.C., in Denver, Colorado, expressed substantial doubt about AspenBio Pharma's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $10.2 million on $219,420 of sales for 2011, compared with a net loss of $13.3 million on $370,229 of sales for 2010. The Company's balance sheet at Dec. 31, 2011, showed $8.7 million in total assets, $4.9 million in total liabilities, and stockholders' equity of $3.8 million. A copy of the Form 10-K is available for free at: http://is.gd/DvnmYZ Castle Rock, Colo.-based AspenBio Pharma, Inc., is advancing products that address unmet human diagnostic and animal health therapeutic needs. AspenBio was formed in August 2000 as a Colorado corporation to produce purified proteins for diagnostic applications. The Company's primary focus is on advancing AppyScore(TM), its human diagnostic test to aid in the risk management of acute appendicitis, toward commercialization. AUSTRALIAN-CANADIAN OIL: KWCO P.C. Raises Going Concern Doubt ------------------------------------------------------------- Australian-Canadian Oil Royalties Ltd. filed on April 12, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. KWCO, P.C., in Odessa, Texas, expressed substantial doubt about Australian-Canadian Oil Royalties' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has limited capital resources. The Company reported a net loss of US$262,283 on US$125,726 of oil and gas revenues for 2011, compared with a net loss of US$147,311 on US$77,652 of oil and gas revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed US$1.23 million in total assets, US$343,564 in total current liabilities, and stockholders' equity of US$883,786. A copy of the Form 10-K is available for free at: http://is.gd/z8q2D0 Cisco, Texas-based Australian-Canadian Oil Royalties Ltd. was incorporated in British Columbia, Canada, in April of 1997. The business of ACOR during 2011 was to work on its existing Working Interest projects as well as study the oil and gas exploration acreage available in Australia in basins that demonstrate a high probability of success with the maximum rate of return for dollars invested. BIDZ.COM INC: Marcum LLP Raises Going Concern Doubt --------------------------------------------------- BIDZ.com, Inc., has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Marcum LLP, in Los Angeles, California, expressed substantial doubt about BIDZ.com's ability to continue as a going concern. The independent auditors noted that the Company has experienced a significant decline in net revenue and sustained negative cash flows and losses from operations. The Company reported a net loss of $7.0 million on $86.4 million of revenues for 2011, compared with a net loss of $1.4 million on $104.8 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $37.6 million in total assets, $14.7 million in total current liabilities, and stockholders' equity of $22.9 million. A copy of the Form 10-K is available for free at: http://is.gd/Ug6Bg5 Culver City, California-based BIDZ.com, Inc., is an online retailer of jewelry, watches, accessories and other brand name merchandise featuring a live auction format on bidz.com. BRUCE WEATHERS: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bruce T. Weathers 107 Eaton Court Franklin, TN 37064 Bankruptcy Case No.: 12-03428 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: E. Covington Johnston, Esq. JOHNSTON & STREET 236 Public Square, Suite 103 Franklin, TN 37064 Tel: (615) 791-1819 Fax: (615) 791-1418 E-mail: ecjohnston@jandslaw.net Scheduled Assets: $721,468 Scheduled Liabilities: $6,957,391 The Debtor's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/tnmb12-03428.pdf CAESARS ENTERTAINMENT: Has 10MM Distribution Pact with Citigroup ---------------------------------------------------------------- Caesars Entertainment Corporation, on April 12, 2012, entered into an Equity Distribution Agreement with Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as sales agent or principal, pursuant to which the Company may issue and sell up to 10,000,000 shares of the Company's common stock from time to time. Sales of the Shares, if any, made under the Distribution Agreement will be made by means of ordinary brokers' transactions, in block transactions, or as otherwise agreed upon by the Manager and the Company. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-180115) of the Company, as supplemented by the Prospectus Supplement dated April 12, 2012, relating to the Shares, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on April 12, 2012. A copy of the Equity Distribution Agreement is available at: http://is.gd/iErGCz About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. --http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company reported a net loss of $666.70 million in 2011, and a net loss of $823.30 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $28.51 billion in total assets, $27.46 billion in total liabilities, and $1.05 billion in total stockholders' equity. * * * As reported by the TCR on March 28, 2012, Moody's Investors Service upgraded Caesars Entertainment Corp's Corporate Family Rating (CFR) and Probability of Default Rating both to Caa1 from Caa2. The report says the upgrade of Caesars' ratings reflects very good liquidity, an improving operating outlook for gaming in a number of the company's largest markets that is expected to drive earnings growth, the completion of a bank amendment that resulted in the extension of debt maturities to 2018 from 2015, and the public listing of the company's equity that increases financial flexibility by providing it with another potential source of capital. CANO PETROLEUM: Can Employ Thompson & Knight as Counsel ------------------------------------------------------- Judge Barbara J. Houser has authorized Cano Petroleum, Inc., on a final basis, to employ Thompson & Knight LLP as counsel. The Debtors have chosen T&K because of its extensive experience, knowledge and established reputation in energy reorganizations and debt restructurings under chapter 11 of the Bankruptcy Code. T&K has extensive experience and knowledge in the field of business reorganizations pursuant to chapter 11 of the Bankruptcy Code. T&K has represented the Debtors since May 2009 and has become familiar with the Debtors' business operations and financial affairs, as well as many of the legal issues that are likely to arise during the course of the Case. The Debtors said that if they are required to retain counsel other than T&K, they will incur additional expense and delay. Accordingly, the Debtors believe T&K will provide the most efficient representation available to the Debtors. The legal services that T&K will render are: A. advising the Debtors of their rights, powers, and duties as debtors-in- possession under the Bankruptcy Code; B. advising the Debtors concerning, and assisting in, the negotiation and documentation of financing agreements, debt restructurings, and asset securitization; C. reviewing the nature and validity of agreements relating to the Debtors' interests in real and personal property and advising the Debtors of their corresponding rights and obligations; D. reviewing the nature and validity of liens or claims asserted against the Debtors' property and advising the Debtors concerning the enforceability of those liens and claims; E. advising the Debtors concerning preference, avoidance, recovery, or other actions that it may take to collect and to recover property for the benefit of the estates and their creditors, whether or not arising under chapter 5 of the Bankruptcy Code; F. preparing on the Debtors' behalf all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, statements, and other documents, and reviewing all financial and other reports to be filed in the Case; G. advising the Debtors concerning, and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in the Case; H. counseling the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; I. performing all other legal services for and on the Debtors' behalf that may be necessary or appropriate in the administration of the Case and the Debtors' businesses; J. working with and coordinating efforts among other professionals, including co-counsel and other special counsels as may be retained by the Debtors, to attempt to preclude any duplication of effort among those professionals and to guide their efforts in the overall framework of the Debtors' reorganization; and K. working with professionals retained by other parties-in- interest in the Case to attempt to structure a sale of the Debtors' assets or consensual plan of reorganization for the Debtors. The Debtors paid T&K a retainer of roughly $250,000 in connection with this matter. In addition to the retainer, total pre-petition payments aggregate $935,276 for bankruptcy services rendered on the Debtors' behalf in connection with the Case. This amount was paid from the Debtors' operating cash funds. The hourly rates of the T&K attorneys expected to perform legal services are $315 for the most junior associate who is likely to work on these matters to $740 for the most senior partner who is likely to work on these matters. The standard hourly rate of the T&K professionals to perform services ranges from $125 to $740. Additionally, the Debtors have agreed to reimburse T&K for its out-of-pocket expenses for rendering services. David M. Bennett, Esq., assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. NBI, the stalking horse bidder, is represented by Gary M. McDonald, Esq., and Chad J. Kutmas, Esq., at McDonald, McCann & Metcalf LLP. CANO PETROLEUM: Can Employ Kane Russell to Examine Liens -------------------------------------------------------- Judge Barbara Houser has authorized Cano Petroleum, Inc., to retain the law firm of Kane Russell Coleman & Logan PC as special counsel to assist the Debtors with issues solely relating to the investigation and analysis of the extent, validity, priority and perfection of asserted prepetition liens and security interests of and claims against the Senior Secured Lenders and the holders of the Junior Secured Debt. The hourly rates of KRCL attorneys expected to perform legal services generally range from $550 to $250 for partners and associates. The hourly rate of the paraprofessionals expected to perform services generally range from $175 to $165. In addition, the Debtors have agreed to reimburse KRCL for its out-of-pocket expenses for rendering services. Joseph M. Coleman, Esq., assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The lead attorney from KRCL in connection with the investigation is: Joseph M. Coleman, Esq. KANE RUSSELL COLEMAN & LOGAN PC 1601 Elm Street Dallas, Texas 75201 Tel: (214) 777-4200 Fax: (214) 777-4299 E-mail: ecf@krcl.com 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. NBI, the stalking horse bidder, is represented by Gary M. McDonald, Esq., and Chad J. Kutmas, Esq., at McDonald, McCann & Metcalf LLP. CARMIKE CINEMAS: Moody' Rates $210-Mil. Second Lien Bonds 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed $210 million second lien bonds of Carmike Cinemas, Inc. and a Ba2 rating to its proposed $25 million first lien revolver. Proceeds from the transaction will primarily refund its existing first lien term loan (approximately $200 million outstanding). Moody's also affirmed Carmike's B2 corporate family rating and stable outlook. The proposed debt structure increases operating flexibility compared to the existing credit agreement, and Moody's expects management to pursue a more growth oriented approach, a departure from its focus on debt reduction over the past several years. This new strategy elevates risk somewhat, but Moody's expects the company to manage to a credit profile appropriate for the B2 CFR. Furthermore, the recent equity issuance (approximately $55 million net proceeds) creates the capacity to expand without raising incremental debt. Moody's also assigned an SGL-1 speculative grade liquidity rating to Carmike. Balance sheet cash of approximately $72 million pro forma for the transactions supports "very good" liquidity for Carmike. The transaction favorably extends the maturity profile and is unlikely to materially impact annual interest expense. Gross leverage remains at almost 6 times debt-to-EBITDA, but net leverage improves to the low 5 times range from the high 5 times pro forma for both the debt and equity transactions. A summary of the rating actions follows. Carmike Cinemas, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Upgraded to B2 from B3 Assigned Ba2, LGD1, 5% to $25 million First Lien Credit Facility Assigned B2, LGD3, 47% to $210 million Second Lien Bonds Assigned SGL-1 Speculative Grade Liquidity Rating Ratings Rationale High leverage (almost 6 times debt-to-EBITDA) affords minimal flexibility to manage the inherent volatility of operating in an industry reliant on movie studios for product to drive the attendance that leads to cash flow from admissions and concessions. Carmike's B2 CFR incorporates this risk, but very good liquidity (pro forma for the proposed debt transaction and the equity offering) enables the company to better manage it. The track record of positive free cash flow, which Moody's expects to continue, also supports the rating. Lack of scale and EBITDA margins below peers constrain the rating. However, Moody's attributes the lower EBITDA margins partially to the small to mid- size markets Carmike targets, which have less competition from both other theater operators and alternative entertainment options. Also, despite variability related to film popularity and low-to-negative growth prospects, Moody's considers the theater industry to be relatively stable over the long term, with typically only modest impact from economic conditions. Moody's also upgraded Carmike's probability of default rating to B2 from B3 to incorporate the lower default risk of the revised capital structure, in accordance with Moody's Loss Given Default Methodology. The proposed capital structure contains significantly less restrictive covenants and includes first lien bank debt and second lien bonds, compared to the prior capital structure of first lien bank debt only. In Moody's opinion, lenders in first lien only capital structures would likely exercise the control provided by covenants to cause a default sooner to preserve value, given the absence of junior capital to absorb loss. The stable outlook assumes Carmike will sustain leverage below 6 times debt-to-EBITDA, with some volatility based on box office performance, and will continue to generate positive free cash flow. The outlook incorporates tolerance for modest acquisitions, which Moody's does not believe would materially impact leverage, but a transformative acquisition leading to leverage sustained above 6 times would likely warrant a negative rating action. Leverage sustained above 6 times, whether due to debt funded acquisitions or deteriorating performance, could result in a downgrade. Inability to generate positive free cash flow on a sustained basis or to maintain good liquidity would also likely have negative rating implications. Equity oriented actions such as a dividend would not necessarily lead to a negative rating action provided Moody's expected continued positive free cash flow. The lack of scale and expectations that any significant improvement in the operating profile would likely result in equity returns rather than material improvement in the credit profile limit upward momentum. However, Moody's would consider a positive rating action with expectations for leverage sustained below 5 times debt-to-EBITDA, sustained free cash flow in excess of 5% of debt, and maintenance of a good liquidity profile. Carmike's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Carmike's core industry and believes Carmike's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. operates 237 cinema theatres with 2,254 screens located in 35 states, primarily in small to mid-sized communities. Its annual revenue is approximately $500 million. CARMIKE CINEMAS: S&P Raises Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Columbus, Ga.-based movie exhibitor Carmike Cinemas Inc. to 'B' from 'B-'. The rating outlook is stable. "At the same time, we assigned the company's proposed $25 million revolving credit facility due 2016 an issue-level rating of 'BB-' (two notches higher than the 'B' corporate credit rating) with a recovery rating of '1', indicating our expectation of very high (90%-100%) recovery for lenders in the event of a payment default," S&P said. "We also assigned the proposed $210 million of senior secured notes due 2019 an issue-level rating of 'B' (at the same level as the corporate credit rating) with a recovery rating of '3', indicating our expectation of meaningful (50%-70%) recovery for lenders in the event of a default," S&P said. "The rating on the existing senior secured debt, which we expect to be repaid with net proceeds from the transaction, was also raised by one notch, to 'B' from 'B-', in accordance with the upgrade. The recovery rating remains unchanged at '4', indicating our expectation of average (30%-50%) recovery for lenders in the event of a default," S&P said. "The upgrade reflects Carmike's improved performance over the past few quarters and its improved liquidity position," explained Standard & Poor's credit analyst Jeanne Shoesmith. "We expect the company will be able to maintain adequate liquidity and leverage below 6.0x, despite volatility in the box-office performance." "The 'B' rating on the company reflects still-high debt leverage and more volatile performance than that of its peers. High leverage, along with the company's plan to increase capital spending, underpins our view that Carmike's financial profile is 'highly leveraged,' as per our criteria. We assess Carmike's business profile as 'weak,' given the mature nature of the movie exhibition industry, the company's dependence on box-office performance, and Carmike's business volatility," S&P said. "Based on screen count, Carmike is the fourth-largest theater chain in the U.S., with 2,254 screens at 237 theaters in 35 states, and it has installed 3-D screens throughout its circuit. However, on average we believe Carmike's theaters are less modern than those of other leading chains, and we believe they would be more prone to attendance deterioration if faced with new competition. Also, many of its venues do not have a large number of screens, which would provide a wider selection of films and show times. Many screens lack stadium seating, a feature popular with moviegoers. About half of Carmike's non-discount or first-run theaters have stadium seating. The company's theaters are primarily located in small- to midsize markets in the Southeast and Midwest, where film preferences tend to be narrower," S&P said. "Carmike has outperformed the domestic box office over the past few quarters because of more favorable Hollywood content, operational initiatives including the closing down of underperforming theaters, and easier comparisons. We still expect that the company will likely remain a more volatile performer than the U.S. movie exhibition industry as a whole, because of its geographic concentration. Like other players, Carmike is exposed to increasing competition from the proliferation of entertainment alternatives, such as iTunes and Netflix. We recognize the risk that longer-term performance could suffer from studios releasing films to premium video-on-demand platforms within the traditional theatrical release window," S&P said. "Under our base-case scenario, we expect revenue to increase at low- to mid-single-digit percentage rate and EBITDA to increase at low-double-digit rate in 2012, benefiting from the acquisition of a small theater chain, the opening of additional theaters, and strong box-office performance in the first quarter of the year. We expect total attendance to increase this year because of growth in the number of theaters and the strong box-office results thus far in 2012. Beyond 2012, we expect attendance per screen will decline at a low-single-digit rate because of attendance erosion from competing forms of entertainment. We also expect ticket price growth to normalize to a low-single-digit rate of growth in 2012. We expect EBITDA margins to decrease slightly because of a decline in concession margins associated with expanded lower-margin offerings and growth in operating expenses that is outpacing revenue growth," S&P said. CENTAUR HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew all its ratings on U.S. gaming operator Centaur Holdings LLC, including its preliminary 'B' corporate credit rating, preliminary 'BB-' issue-level rating, and preliminary '1' recovery rating. "In March, the company announced a revised proposal for a $180 million senior secured credit facility, with proceeds used to refinance its existing first-lien term loan. The ratings withdrawal reflects the decision by the company to no longer pursue its refinancing plans at this time," S&P said. CERTENEJAS INCORPORADO: Files for Chapter 11 in Puerto Rico ----------------------------------------------------------- Certenejas Incorporado filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02806) in Old San Juan, Puerto Rico, on April 11, 2012. The Debtor disclosed $27.68 million in assets and $45.29 million in debts as of the Chapter 11 filing. Banco Popular de Puerto Rico is owed $40.42 million on account of secured bank loans with mortgages over the Debtor's properties. According to the schedules, the unsecured portion of the claim is $14.01 million. The Debtor owns these motels or short-term guest houses: (1) Hotel Flor Del Valle in Cidra, Puerto Rico, valued at $6.8 million. (2) Motel El Eden at Juana Diaz, Puerto Rico, valued at $4.45 million. (3) Motel Molino Azul at Vega Baja, Puerto Rico, valued at $3.47 million. (4) Motel Molino Rojo at Vega Baja, Puerto Rico, valued at $2.79 million. (5) Motel Las Palmas, in Rio Grande, Puerto Rico, valued at $4.25 million. (6) Motel El Rio, in Rio Grande, Puerto Rico, valued at $3.33 million. The Debtor also owns a parcel of land in Rio Grande, Puerto Rico, valued at $1.45 million. A copy of the schedules filed with the petition is available for free at http://bankrupt.com/misc/prb12-02806.pdf CITY NATIONAL: Four Directors Elected at Annual Meeting ------------------------------------------------------- City National Bancshares Corporation disclosed that, on Aug. 18, 2011, held its annual meeting of shareholders at which the shareholders voted: (i) for the election of Eugene Giscombe and Louis E. Prezeau to serve until the Company's 2014 Annual Meeting of Shareholders, for the election of Alfonso L Carney, Jr., to serve until the Company's 2013 Annual Meeting of Shareholders, and for the election of Preston D. Pinkett III to serve until the Company's 2012 Annual Meeting of Shareholders; (ii) in a non-binding advisory vote for the approval of the Company's executive compensation; and (iii) for the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2011 fiscal year ending Dec. 31, 2011. About City National Bancshares Newark, New Jersey-based City National Bancshares Corporation is a New Jersey corporation incorporated on Jan. 10, 1983. City National Bank, a wholly-owned subsidiary of CNBC, is a national banking association chartered in 1973 under the laws of the United States of America and has one subsidiary, City National Investments, Inc., an investment company which holds, maintains and manages investment assets for CNB. CNB provides a wide range of retail and commercial banking services through its retail branch network, although the primary focus is on establishing commercial and municipal relationships. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $4.0 million on $8.0 of net interest income, compared with a net loss of $3.2 million on $9.9 million of net interest income for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $349.2 million in total assets, $328.2 million in total liabilities, and stockholders' equity of $20.9 million. As reported in the Troubled Company Reporter on June 1, 2011, KPMG LLP, in Short Hills, New Jersey, expressed substantial doubt about City National Bancshares' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a consent order with the Office of the Comptroller of the Currency. CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 79.94 cents-on-the-dollar during the week ended Friday, April 13, 2012, a drop of 0.97 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Clear Channel San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. Clear Channel reported a net loss of $302.09 million on $6.16 billion of revenue in 2011, compared with a net loss of $479.08 million on $5.86 billion of revenue in 2010. The Company had a net loss of $4.03 billion on $5.55 billion of revenue in 2009. The Company's balance sheet at Dec. 31, 2011, showed $16.54 billion in total assets, $24.01 billion in total liabilities and a $7.47 billion total member's deficit. * * * The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings has affirmed the 'CCC' Issuer Default Rating of Clear Channel Communications, Inc., and the 'B' IDR of Clear Channel Worldwide Holdings, Inc., an indirect wholly owned subsidiary of Clear Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor advertising subsidiary. The Rating Outlook is Stable. Fitch's ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable and growing interest burden that pressures free cash flow; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. CLEARWIRE CORP: Intel Files Amendment No. 12 to Schedule 13D ------------------------------------------------------------ Intel Corporation disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that effective as of April 12, 2012, it filed with the Delaware Secretary of State a Certificate of Merger, pursuant to which Intel Entity B and Intel Entity C were merged with and into Intel Entity A, with Intel Entity A being the surviving corporation. As a result of that merger, the shares of Class B Common Stock and Class B Common Units that were held of record by Intel Entity B and Intel Entity C prior to that merger are now held of record by Intel Entity A. The merger did not affect Intel Corporation's beneficial ownership of the shares of Class A Common Stock. As of April 12, 2012, Intel Corporation beneficially owns 94,076,878 shares of Class A common stock of Clearwire representing 18.2% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/F5BRx8 About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. Clearwire reported a net loss a net loss attributable to the Company of $717.33 million on $1.25 billion of revenue in 2011, a net loss attributable to the Company of $487.43 million on $535.10 million of revenue in 2010, and a net loss attributable to the Company of $325.58 million on $243.77 million of revenue in 2009. The Company's balance sheet at Dec. 31, 2011, showed $8.84 billion in total assets, $5.19 billion in total liabilities and $3.64 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. "The downgrade reflects our concerns that the company may choose to skip its $237 million of interest payments due on Dec. 1, 2011," explained Standard & Poor's credit analyst Allyn Arden. "With about $698 million of cash on the balance sheet, Clearwire has sufficient funds to pay the remaining interest expense due in 2011, although Standard & Poor's believes that it would still have to raise significant capital to maintain operations in 2012 despite the cost-reduction measures it has already achieved. If Clearwire elected to make the interest payment, we believe that it would exit 2011 with around $350 million to $400 million in cash, which assumes less than $100 million of capital expenditures and EBITDA losses. We do not believe that this cash balance will be sufficient to cover free operating cash flow (FOCF) losses and a Long-Term Evolution (LTE) wireless network overlay in 2012 and that the company will require additional funding during the year." COGDELL SPENCER: Deloitte & Touche Raises Going Concern Doubt ------------------------------------------------------------- Cogdell Spencer Inc. has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Deloitte & Touche LLP, in McLean, Virginia, expressed substantial doubt about Cogdell Spencer's ability to continue as a going concern. The independent auditors noted that in the event certain transactions do not occur, the Company may not remain in compliance with its required fixed charge coverage ratio related to its secured revolving credit facility and its secured term loan facility and then would be in default under the facilities' agreements and may be required to repay the outstanding balances. On Dec. 24, 2011, the Company entered into an Agreement and Plan of Merger with its Operating Partnership, Ventas, Inc., a Delaware corporation, TH Merger Corp, Inc., a Maryland corporation and Ventas' wholly owned subsidiary -- MergerSub -- and TH Merger Sub, LLC, a Delaware limited liability company and Ventas' wholly owned subsidiary -- OP MergerSub. The merger agreement provides for the merger of the Company with MergerSub -- Company Merger -- and the merger of OP MergerSub with and into the OP. The Agreement and Plan of Merger would result in all outstanding shares of common and preferred stock being immediately canceled and converted to the right to receive cash. The Company also entered into a separate agreement for the sale of its design-build business. The completion of each of the transactions is contingent on the other transaction occurring. The Company reported a net loss of $35.1 million on $178.5 million of revenues for 2011, compared with a net loss of $118.6 million on $182.4 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $692.1 million in total assets, $529.8 million in total liabilities, and stockholders' equity of $162.3 million. A copy of the Form 10-K is available for free at: http://is.gd/G3t3sI Charlotte, North Carolina-based Cogdell Spencer Inc. is a real estate investment trust focused on planning, owning, developing, constructing, and managing healthcare facilities. As of Dec. 31, 2011, the Company owned and/or managed 118 medical office buildings and healthcare related facilities, totaling roughly 6.2 million net rentable square feet. COMBIMATRIX CORP: Haskell & White Raises Going Concern Doubt ------------------------------------------------------------ CombiMatrix Corporation has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Haskell & White LLP, in Irvine, Calif., expressed substantial doubt about CombiMatrix Corporation's ability to continue as a going concern. The independent auditors noted that the Company has a history of incurring net losses and net operating cash flow deficits. The Company reported a net loss of $7.6 million on $4.6 million of revenue for 2011, compared with a net loss of $13.1 million on $3.6 million of revenue for 2009. The Company's balance sheet at Dec. 31, 2011, showed $9.4 million in total assets, $1.3 million in total liabilities, and stockholders' equity of $8.1 million. A copy of the Form 10-K is available for free at: http://is.gd/alNNaj Irvine, Calif.-based CombiMatrix Corporation is a molecular diagnostics company that operates primarily in the field of genetic analysis and molecular diagnostics through its wholly owned subsidiary, CombiMatrix Molecular Diagnostics, Inc. CMDX operates as a diagnostics reference laboratory, providing DNA- based clinical diagnostic testing services to physicians, hospitals, clinics and other laboratories in the areas of pre-and postnatal development disorders and hematology/oncology genomics. COMMERCE PROTECTIVE: A.M Best Withdraws 'bb' Issuer Credit Rating ----------------------------------------------------------------- A.M. Best Co. has withdrawn the financial strength rating (FSR) of B (Fair) and issuer credit rating (ICR) of "bb" of Commerce Protective Insurance Company (CPIC) (Elizabethtown, PA). These actions reflect the December 21, 2011 acquisition of CPIC by KnightBrook LLC and the subsequent merger of CPIC into its subsidiary, KnightBrook Insurance Company (KBIC) (Valley View, PA). Currently, KBIC has an FSR of A- (Excellent) and an ICR of "a-". Prior to the acquisition, CPIC primarily wrote commercial auto physical damage, liability and motor truck cargo coverages for owner-operated trucks, tractors and trailers and small fleets largely in West Virginia. This business is expected to complement the existing book of commercial automobile business written by KBIC, along the Eastern Seaboard. COMVERGE INC: PwC LLP Raises Going Concern Doubt ------------------------------------------------ Comverge, Inc., filed on March 15, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the combination of the expected operating performance, the amount of cash flow that is expected from operations, debt that is due in 2012, and the restrictive debt covenants with which the Company may not comply, raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $12.8 million on $136.4 million of revenues for 2011, compared with a net loss of $31.3 million on $119.4 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $105.4 million in total assets, $68.4 million in total liabilities, and stockholders' equity of $37.0 million. A copy of the Form 10-K is available for free at: http://is.gd/0tvJQ8 Norcross, Georgia-based Comverge, Inc., is a provider of intelligent energy management, or IEM, solutions that empower utilities, commercial and industrial customers, and residential consumers to use energy in a more effective and efficient manner. CONSTRUCTORA DE HATO: Case Summary & Creditors List --------------------------------------------------- Debtor: Constructora De Hato Rey Incorporada aka Constructora Hato Rey P.O. Box 364226 San Juan, PR 00936-4226 Bankruptcy Case No.: 12-02876 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) 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: $10,761,724 Scheduled Liabilities: $6,855,877 The petition was signed by Waldemar Carmona Gonzalez, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Santander Puerto Rico Co-Debtor in $3,526,459 GPO Box 362589 San Juan, PR 00936-2599 Doral Mortgage Corp. Mortgage Loan $303,127 P.O. Box 71529 San Juan, PR 00936-8629 Scotiabank Credit Line $153,547 P.O. Box 362230 San Juan, PR 00936-2230 Crim Personal Property $64,387 Taxes Departamento de Hacienda de PR Income Tax Withheld $40,948 Chevron Puerto Rico, LLC Fuel and Diesel $16,342 Supplier Popular Auto, Inc. (Leasing) Deficiency Balance $13,184 Casa de las Armaduras Mechanical Supplies $13,007 R.Q. Engineering, Corp. Tenant's Deposits $10,000 Internal Revenue Services Payroll Taxes - $9,372 Withholding A.V. Supply Mechanical Parts $8,398 Caribbean Petroleum, Corp. Fuel and Diesel $7,200 Supplier Ravico de Puerto Rico Repairs & Maintenance $6,940 Pneumatics & Hydraulics Assoc. Mechanical Supplies $6,784 Garaje Ruben Mechanic Services $6,598 Tecni Servicios Mechanical Services $6,040 Linde Gas de Puerto Rico Propane Gas Supplier $5,637 Rimco, Inc. Equipment Rental $5,167 Gamar Trading, Corp. Mechanical Parts $4,825 Supplies Taller El Tornero Mechanical Services $4,787 CONSUMER SPECIALTIES: A.M. Best Assigns bb+ Issuer Credit Rating ---------------------------------------------------------------- A.M. Best Co. has assigned a financial strength rating of B (Fair) and issuer credit rating of "bb+" to Consumer Specialties Insurance Company, RRG (CSI) (Burlington, VT). The outlook assigned to both ratings is stable. The ratings reflect CSI's conservative underwriting leverage and continued robust capital adequacy. Mitigating these positive rating factors are the company's declining surplus levels, limited diversification, scale and market profile, which have led to fluctuating business volumes. CSI maintains a conservative operating strategy by limiting participation in its insurance program to member insureds with favorable loss histories. CSI has sustained conservative premium and net liability leverage measures and preserved its strict underwriting standards to produce low loss ratios. The ratings further recognize the cautious investment approach, which has generated very good liquidity. CSI's surplus has declined in recent years due in part to capital distributions to its former members. Reflecting its limited market profile, CSI's business is concentrated both in terms of industry segment and line of business. Its premium volumes have gradually grown in recent years with marketing efforts; however, its small absolute level has led to high expense ratios and volatile calendar year combined ratios. Furthermore, with the company's niche focus and limited scale, CSI currently outsources all services needed to operate its insurance program, although it maintains long-term partnerships with quality professional service providers. Positive rating movement could potentially occur if CSI's policy growth outpaces capital distributions in the near term. Conversely, negative rating pressure could exist if capital returns continue to have a pronounced effect on risk-adjusted capitalization. CONVERTED ORGANICS: Amends Warrants Issued to Iroquois ------------------------------------------------------ Converted Organics Inc., on April 11, 2012, entered into a letter agreement with Iroquois Master Fund Ltd. and Iroquois Capital Opportunity Fund LP pursuant to which the Company agreed to amend certain warrants previously issued to the Warrant Holders and the warrants previously issued to the Warrant Holders prior to December 2010 were canceled. Pursuant to the Agreement, the following amendments were made to the warrants issued to the Warrant Holders from and after December 2010: (1) the anti-dilution price protection currently contained in those warrants will now also apply to issuances of common stock or common stock equivalents to the Warrant Holders under separate securities; (2) upon any adjustment in the exercise price of the warrants the number of shares of common stock underlying those warrants will be increased such that the aggregate exercise price of the warrants will remain the same; (3) a portion of the warrant issued to IMF on March 13, 2012, would be callable by the Company upon if the daily volume of the Company's common stock was 2.0 million shares or greater for five consecutive trading days; and (4) upon a Fundamental Transaction, the Warrant Holders will be permitted to require the Company to purchase the warrants from the Warrant Holders at a price equal to the greater of (A) the Black Scholes Value of the warrants or (B) the product of $0.10 multiplied by the number of shares underlying those warrants. A copy of the Letter Agreement is available for free at: http://is.gd/Lyw2a4 About Converted Organics Boston, Mass.-based Converted Organics Inc. utilizes innovative clean technologies to establish and operate environmentally friendly businesses. Converted Organics currently operates in three business areas, namely organic fertilizer, industrial wastewater treatment and vertical farming. The Company reported a net loss of $17.98 million in 2011, compared with a net loss of $47.81 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.88 million in total assets, $11.10 million in total liabilities, and a $4.22 million total stockholders' deficiency. For 2011, Moody, Famiglietti & Andronico, LLP, noted that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. CONVERTED ORGANICS: Has 180.2 Million Outstanding Common Shares --------------------------------------------------------------- On Jan. 12, 2012, Converted Organics Inc. issued a senior secured convertible note, in exchange for the senior secured convertible note issued on Nov. 2, 2011, in the aggregate original principal amount of $3,474,797, which had $2,456,595 of principal outstanding on Jan. 12, 2012, immediately prior to the exchange, for a senior secured convertible note in the aggregate original principal amount of $2,456,595, as well as additional consideration. As of April 12, 2012, the principal amount of the Note has declined to $2,837. From April 10, 2012, until April 12, 2012, a total of $785,938 in principal had been converted into 87,369,271 shares of common stock. Since the issuance of the Original Note, a total of $3,847,163 in principal had been converted into 180,198,307 shares of common stock. The Note holders are accredited investors and the shares of common stock were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended. As of April 12, 2012, the Company had 180,235,471 shares of common stock outstanding. About Converted Organics Boston, Mass.-based Converted Organics Inc. utilizes innovative clean technologies to establish and operate environmentally friendly businesses. Converted Organics currently operates in three business areas, namely organic fertilizer, industrial wastewater treatment and vertical farming. The Company reported a net loss of $17.98 million in 2011, compared with a net loss of $47.81 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.88 million in total assets, $11.10 million in total liabilities, and a $4.22 million total stockholders' deficiency. For 2011, Moody, Famiglietti & Andronico, LLP, noted that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. COUDERT BROTHERS: Can't Sue Orrick, Others Over Retiree Benefits ---------------------------------------------------------------- Steven Melendez at Bankruptcy Law360 reports that Coudert Brothers LLP's retired partners can't sue Baker & McKenzie LLP, Orrick Herrington & Sutcliffe LLP and Dechert LLP for retirement benefits, since claims against the firms that bought Coudert's business would belong to Coudert's bankruptcy estate, a federal judge ruled Thursday. Law360 relates that U.S. District Judge Colleen McMahon affirmed a bankruptcy judge's ruling that a trust representing the partners' interests lacks standing to bring its suit, which alleged the firms should be considered successors to Coudert under New York law. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. CRYSTALLEX INT'L: Receives Temporary Cease Trade Order ------------------------------------------------------ Crystallex International Corporation on April 14 disclosed that, consistent with its announcement of March 16, 2012, the Company did not file, by the deadline of March 30, 2012, its audited financial statements for the fiscal year ended December 31, 2011, related management's discussion and analysis, 2011 annual information form and CEO and CFO certificates related to the foregoing. As a result of such default, the Company had applied to the Ontario Securities Commission and the securities regulatory authorities in British Columbia, Alberta, Manitoba, Ontario, Quebec, Nova Scotia and Newfoundland for a management cease trade order under National Policy 12-203 which would have only prohibited trading in securities of the Company by certain insiders of the Company. The Company's application was denied and, accordingly, a temporary general cease trade order has been issued. The cease trade order prohibits the trading of the Company's securities effective immediately, other than for trades made pursuant to debtor-in-possession financing as approved by the Ontario Superior Court of Justice in connection with the proceedings under the Companies' Creditors Arrangement Act (Canada) and trades for nominal consideration to realize tax losses. The temporary cease trade order is scheduled to expire 15 days from the date hereof and may be extended. The Company is reviewing all options, with the goal of ultimately meeting its continuous disclosure obligations and lifting the cease trade order. The Company's shares continue to trade on the OTC Bulletin Board. About Crystallex Crystallex International Corporation is a Canadian based mining company, with a focus on acquiring, exploring, developing and operating mining projects. Crystallex has successfully operated an open pit mine in Uruguay and developed and operated three gold mines in Venezuela. The Company's principal asset is its international claim in relation to its investment in the Las Cristinas gold project located in Bolivar State, Venezuela. On Dec. 23, 2011, announced that it obtained an order from the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act (Canada) (CCAA). Ernst & Young Inc. was appointed monitor under the order. Crystallex has also commenced a proceeding under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware in order to ensure that relevant CCAA orders are enforced in the United States. The Bankruptcy Court has recognized Crystallex's CCAA proceeding as well as the initial order and subsequent stay extension of the Ontario Superior Court of Justice. The Company reported a net loss of US$33.7 million for the nine months ended Sept. 30, 2011, compared with a net loss of US$27.7 million for the same period in 2010. The Company reported losses from continuing operations of US$22.0 million and US$14.5 million for the nine months Sept. 30, 2011, and 2010, respectively. Following the Government of Venezuela's unilateral cancellation of the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3, 2011, the Company filed for arbitration before ICSID's Additional Facility and commenced the process of handing the Las Cristinas project back to the Government of Venezuela. The handover to the Government of Venezuela was completed on April 5, 2011, upon receipt of a certificate of delivery from the Corporacion Venezolana de Guayana (the "CVG"). As a result, the Company has determined that its operations in Venezuela should be accounted for as a discontinued operation. The Company reported losses from discontinued operations of US$11.7 million and US$13.1 million for the nine months ended Sept. 30, 2011, respectively. The Company's balance sheet at Sept. 30, 2011, showed US$19.8 million in total assets, US$115.17 million in total liabilities and a stockholders' deficit of US$95.3 million. DENNY'S CORP: Has $250 Million Credit Facility with Wells Fargo --------------------------------------------------------------- Denny's Corporation has entered into a new five-year $250 million senior secured bank credit facility, comprised of a $190 million term loan and a $60 million revolving line of credit. The new facility refinances Denny's senior secured debt from September 2010 and amended in March 2011, which had a term loan originally in the amount of $250 million and a $60 million revolver. Wells Fargo Securities, LLC, Regions Capital Markets, a division of Regions Bank, and GE Capital Markets, Inc., are the Joint Lead Arrangers and Joint Bookrunners with Wells Fargo Bank, N. A., serving as Administrative Agent and L/C Issuer, and Cadence Bank and RBS Citizens, N.A. serving as Co-Documentation Agents The refinanced facility has a reduced interest rate of LIBOR plus 300 basis points for the term loan and revolver. This compares to the prior facility which had an interest rate of LIBOR plus 375 basis points, with a LIBOR floor of 1.50% for the term loan and no LIBOR floor for the revolver. The refinancing is expected to result in annualized interest expense savings of approximately $5 million (including approximately $4 million of annualized cash interest expense savings), based on current interest rates. The term loan will be amortized 10% per year paid quarterly with the balance due at maturity. In addition, the Company will have the opportunity to further reduce interest rates and increase its flexibility for the use of cash by achieving lower leverage ratios. The Company estimates that the closing of its new bank facility will result in a one-time charge to other nonoperating expense of approximately $8 million in the second quarter of 2012, as a result of charges for the unamortized portion of deferred financing costs and original issue discount related to the prior facility, and portion of the fees related to the new facility. John Miller, President and Chief Executive Officer, stated, "Our new credit facility is a testament to the tremendous progress Denny's has made over the past several years with its franchise focused business model, resulting in a stronger balance sheet with growing profitability and free cash flow. In addition to reducing interest costs, this refinancing allows the Company to further strengthen its balance sheet with more flexibility to create additional value for stockholders." About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. The Company's balance sheet at Dec. 28, 2011, showed $350.50 million in total assets, $360.17 million in total liabilities and a $9.67 million total shareholders' deficit. As the Company is heavily franchised, its financial results are contingent upon the operational and financial success of its franchisees. The Company receives royalties, contributions to advertising and, in some cases, lease payments from its franchisees. The Company has established operational standards, guidelines and strategic plans for its franchisees; however, the Company has limited control over how its franchisees' businesses are run. While the Company is responsible for ensuring the success of its entire chain of restaurants and for taking a longer term view with respect to system improvements, the Company's franchisees have individual business strategies and objectives, which might conflict with the Company's interests. The Company's franchisees may not be able to secure adequate financing to open or continue operating their Denny's restaurants. If they incur too much debt or if economic or sales trends deteriorate such that they are unable to repay existing debt, it could result in financial distress or even bankruptcy. If a significant number of franchisees become financially distressed, it could harm the Company's operating results through reduced royalties and lease income. * * * Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service and a 'B+' corporate credit rating from Standard & Poor's. DFC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issuer credit rating to DFC Global Corp. The outlook is stable. Standard & Poor's also said that it assigned its 'B+' rating to DFC's proposed $200 million convertible note issuance. "DFC Global Corp. is the holding company of Dollar Financial Group Inc. (B+/Stable/--). 'The rating on DFC reflects the company's legislative and regulatory exposure, high leverage, negative tangible equity, and moderate interest coverage," said Standard & Poor's credit analyst Igor Koyfman. "The rating also incorporates the company's favorable geographic and product diversity, compared with its competitors, and strong market position." "DFC has announced that it is issuing debt to fund the repayment of its existing revolving credit facility and general corporate activities. The company will concurrently enter into a convertible note hedge and warrant transaction. This hedging transaction, which includes the purchase of a call option and the sale of warrants, will increase the conversion premium and mitigate the negative effects of potential equity dilution," S&P said. "DFC's high leverage limits the rating and offsets the company's improving business and geographic diversity. The $200 million convertible notes will increase leverage moderately by our calculations. We expect cash flow generation to remain strong in 2012, resulting in modest improvements in leverage through EBITDA growth, largely as a result of several accretive acquisitions DFC has completed over the past few years," S&P said. "The stable outlook reflects our view of DFC's ability to preserve its franchise while successfully navigating legislative, regulatory, and competitive conditions," said Mr. Koyfman. "We could raise the rating if the company reduces and maintains leverage (measured as debt-to-EBITDA, adjusted for operating leases and nonrecurring items) at below 3.5x, and increases and maintains EBITDA interest coverage at above 4.0x, while maintaining adequate profitability and credit-quality metrics. However, the lack of tangible equity limits upside potential. We could lower the rating if regulatory or legislative actions result in a less diversified and less profitable company. A negative rating action could also result if DFC's leverage approaches or exceeds 5.0x, without a credible plan to reduce leverage," S&P said. DIRECT REALTY: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Direct Realty, LLC 450 East 83rd New York, NY 10028 Bankruptcy Case No.: 12-11483 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 489 Fifth Avenue New York, NY 10017 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com Scheduled Assets: $9,003,676 Scheduled Liabilities: $12,525,000 The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb12-11483.pdf The petition was signed by Ben Suky, member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Madison Hotel Owners, LLC 11-12334 05/16/11 DOLLAR THRIFTY: DBRS Confirms 'B(high)' Issuer Rating ----------------------------------------------------- DBRS, Inc. has confirmed the ratings of Dollar Thrifty Automotive Group, Inc. (DTAG or the Company), including its Issuer Rating of B (high). Concurrently, the trend on all the ratings has been revised to Positive from Stable. This rating action follows DBRS's annual review of the Company. The rating confirmation reflects the Company's sound business franchise, improved financial performance, and strengthened financial risk profile. Moreover, the rating confirmation considers the favorable industry fundamentals and DBRS's expectation that industry fundamentals will remain positive through 2012. In revising the trend to Positive, DBRS recognizes DTAG's positive earnings generation despite the uneven economic recovery and still recovering travel volumes. Indeed, during 2011, DTAG recorded net income of $159.5 million, which was 22% higher than the previous year and, importantly, the Company's second consecutive year of record earnings. Further, the Positive trend considers DTAG's strengthened balance sheet and improved financial risk profile. To this end, since the rating was assigned in 2010 the Company has been successful in removing all corporate debt and reducing leverage, as defined by debt (including fleet backed debt)-to-equity, to a respectable 2.3 times (x). Going forward, DBRS expects that upward ratings momentum would be possible should the Company continue the positive trajectory in revenue and earnings generation while maintaining solid market shares and a prudent balance sheet structure. The ratings consider the Company's sound business franchise that is supported by its well-established brands and a competitive position in the value-priced leisure travel market. DTAG has maintained stable market share through various business cycles including the most recent downturn, which, in DBRS's view evidences the strength the franchise and the Company's ability to defend its market position in an intensely competitive industry. Nonetheless, while DTAG continues to be successful in its niche, DBRS sees the Company's narrow focus as limiting market share growth and revenue diversification. DBRS views DTAG's ability to maintain the positive trajectory in financial performance in an uncertain environment as a factor supporting the ratings and Positive trend. As noted above, in 2011, DTAG recorded its second consecutive year of record GAAP earnings. While revenues, at $1.5 billion, were up only 1% in 2011, earnings benefited from management's cost reduction initiatives as well as the healthy used vehicle market and disciplined fleet management, both of which lowered vehicle expense. On an underlying basis, earnings were also a record for the second consecutive year. Indeed, corporate adjusted EBITDA increased 27% year-on-year to $298.6 million, which further evidences the positive momentum of the franchise. The Company benefits from the flexibility derived from the significant presence of variable costs in the overall cost structure and recent efforts to improve corporate and fleet efficiency. In 2011, direct operating and vehicle expenses were 66% of total revenue, improving from 84% in 2008, and comparing favorably to its industry peers. DBRS views DTAG as having an improved financial risk profile. The debt stack has been reduced by approximately $1.0 billion since the end of 2007, while the Company's equity base has been bolstered. As a result, debt-to-equity has improved to 2.3x at year-end 2011 from 11.9x at year-end 2008. Funding and liquidity remain solid and well-managed supported by good access to the capital markets. In 2011, DTAG completed $900 million of fleet- backed debt issuance largely pre-funding 2012 maturities. Importantly, as of year-end 2011, DTAG had no corporate debt outstanding while vehicle debt maturities were well-laddered and manageable. Nevertheless, the secured wholesale funding concentration is considered a weakness. The one notch differential between the Issuer Rating and the Senior Unsecured Debt rating reflects the dominance of secured debt in the debt stack. E-DEBIT GLOBAL: Schumacher & Associates Raises Going Concern Doubt ------------------------------------------------------------------ E-Debit Global Corporation filed on April 11, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Schumacher & Associates, Inc., in Littleton, Colorado, expressed substantial doubt about E-Debit Global's ability to continue as a going concern. The independent auditors noted that the Company has incurred net losses for the years ended Dec. 31, 2011, and 2010, and had a working capital deficit and a stockholders' deficit at Dec. 31, 2011, and 2010. The Company reported a net loss of US$1.1 million on US$3.3 million of revenue for 2011, compared with a net loss of US US$1.2 million on US$4.0 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed US$1.6 million in total assets, US$2.9 million in total liabilities, and a stockholders' deficit of US$1.3 million. A copy of the Form 10-K is available for free at: http://is.gd/Ym8paD Based in Calgary, Canada, E-Debit Global Corporation is a fully integrated full service national ATM operator focusing on providing retailers with reliable, low cost ATMs with contractual relationships which provide the Company with recurring transactional and fixed revenue streams with a large number of geographically diverse customers including small, medium and large retail enterprises in a variety of market segments. EASTMAN KODAK: Committee Retains Jefferies as Investment Banker --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Eastman Kodak's cases sought Bankruptcy Court approval to hire Jefferies & Company Inc. as its investment banker. As investment banker, Jefferies & Company will assist and advise the committee in analyzing any proposed restructuring or otherwise adjusting Eastman Kodak's debt and overall capital structure pursuant to a restructuring plan, sale of assets or liquidation. The firm will also advise the committee in evaluating any asset sale proposed by Eastman Kodak, assist the committee in evaluating the company's potential financing transactions, among other things. Jefferies & Company will get a monthly fee of $175,000, and a $3.375 million fee upon consummation of a transaction. The firm will also get reimbursed expenses. Leon Szlezinger, managing director of Jefferies & Company, disclosed in a court filing that his 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). EASTMAN KODAK: Committee Taps Intellectual Property Consultant -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Eastman Kodak's cases sought a Bankruptcy Court order approving the hiring of Global IP Law Group LLC as its consultant. The committee tapped Global IP to give advice on matters related to Eastman Kodak's intellectual property portfolio. The firm will also provide additional services, which include representing the committee in litigations concerning intellectual property. In exchange for its consulting services, Global IP will get a monthly fee of $50,000 and reimbursed expenses. It will also get a $375,000 fee upon consummation of a potential or proposed restructuring or other adjustment of Eastman Kodak's outstanding debt or overall capital structure pursuant to a Chapter 11 plan of reorganization, any sale of the company's assets or liquidation. For its additional services, the firm will be paid based on its standard hourly rates, which range from $650 to $750 for partners and $250 to $400 for associates. Global IP does not represent any other entity having an interest adverse to the committee, Eastman Kodak or its estate, according to a declaration filed by Steven Steger, managing partner of Global IP. 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 Has EPIQ as Information Agent ------------------------------------------------------ The Official Committee of Unsecured Creditors in Eastman Kodak's cases has filed an application to hire Epiq Bankruptcy Solutions LLC as its information agent. Epiq's job as information agent includes establishing and maintaining a Web site that provides information about Eastman Kodak Co., important developments in the company's bankruptcy case, among other things. The firm will also provide e-mail functionality to allow unsecured creditors to send questions and comments concerning the case, provide a confidential data room. It will also assist the committee in certain administrative tasks. Under an agreement between Epiq and the committee, the firm will get monthly payment from Eastman Kodak for fees, charges and costs. Epiq's pricing schedule is available without charge at: http://bankrupt.com/misc/Kodak_Epiqpricingsched.pdf Epiq does not have interest adverse to the interests of Eastman Kodak's estates, creditors or equity security holders, according to a declaration filed by Jennifer Meyerowitz, Epiq vice- president and managing consultant. 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). EURAMAX INTERNATIONAL: Messrs. Parker & Stewart Elected to Board ---------------------------------------------------------------- Euramax Holdings, Inc., announced the results of its annual election of Board of Directors, effective April 6, 2012. Lee B. Parker, III, and Brian T. Stewart were elected to the Company's board of directors. Trey Parker is the Managing Director and Co-Head of Research at Highland Capital Management, L.P. Prior to his current role, Mr. Parker was a Portfolio Manager covering a number of the industrial verticals, as well as parts of Tech, Media and Telecom; he also worked as a Senior Portfolio Analyst on the Distressed & Special Situations investment team. Prior to joining Highland in March 2007, Mr. Parker was a Senior Associate at Hunt Special Situations Group, L.P., a Private Equity group focused on distressed and special situation investing. Mr. Parker was responsible for sourcing, executing and monitoring control Private Equity investments across a variety of industries. Prior to joining Hunt in 2004, Mr. Parker was an analyst at BMO Merchant Banking, a Private Equity group affiliated with the Bank of Montreal. While at BMO, Mr. Parker completed a number of leveraged buyout and mezzanine investment transactions. Prior to joining BMO, Mr. Parker worked in sales and trading for First Union Securities and Morgan Stanley. Mr. Parker received an MBA with concentrations in Finance, Strategy and Entrepreneurship from the University of Chicago Booth School of Business and a B.A. in Economics and Business from the Virginia Military Institute. Brian Stewart is a Managing Director at Levine Leichtman Capital Partners. He is a member of the firm's Deep Value Fund investment team which provides capital structure solutions for overleveraged middle market companies. Founded in 1984, Levine Leichtman Capital Partners is a private investment firm that manages private equity, distressed debt and leveraged loan funds. Prior to joining Levine Leichtman Capital Partners in 2006, Mr. Stewart worked in the Financial Restructuring Group at Houlihan Lokey. Mr. Stewart currently serves on the Board of Directors of IAP Worldwide Services. Mr. Stewart received a B.S. in Finance from the University of Southern California Marshall School of Business. The Company also announced the departure of Marjorie L. Bowen and Fulton Collins from their positions as members of the Board of Directors. President and CEO Mitchell B. Lewis commented, "We are pleased to add directors the caliber of Trey and Brian to our board. They both bring operational and financial expertise and experience that we expect to benefit Euramax. Also, on behalf of the entire Board of Directors I would like to thank Marjorie and Fulton for their contributions to Euramax and wish them success in their future endeavors." Marjorie L. Bowen and Fulton Collins were not reelected to their positions as members of the Board of Directors. About Euramax Based in Norcross, Georgia, Euramax International, Inc., is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe. The Company was acquired for $1 billion in 2005 by management and Goldman Sachs Capital Partners. Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.), United Kingdom (Ellbee Limited and Euramax Coated Products Limited), and The Netherlands (Euramax Coated Products B.V.), and France (Euramax Industries S.A.). The Company reported a net loss of $62.71 million in 2011, a net loss of $38.54 million in 2010, and a net loss of $85.62 million in 2009. The Company's balance sheet at Dec. 30, 2011, showed $619.24 million in total assets, $672.53 million in total liabilities, and a $53.29 million total shareholders' deficit. * * * As reported by the Troubled Company Reporter on April 24, 2009, Moody's Investors Service downgraded Euramax International's corporate family rating and probability of default rating to Ca from Caa1. Euramax was acquired for $1 billion in 2005 by management and Goldman Sachs Capital Partners. A "large portion of the purchase price was financed with debt," according to S&P. As reported by the TCR on July 30, 2009, Standard & Poor's Ratings Services raised its ratings on Norcross, Georgia-based Euramax International Inc., including the long-term corporate credit rating, to 'B-' from 'D'. "The ratings upgrade reflects the company's highly leveraged, although somewhat improved, financial risk profile following a recent out-of-court restructuring," said Standard & Poor's credit analyst Dan Picciotto. "As a result of the restructuring, Euramax's second-lien debtholders received equity and about half of its new $513 million of first-lien debt is pay-in-kind, providing some cash flow benefit," he continued. FIREKEEPERS DEVELOPMENT: S&P Withdrew 'B+' Isssuer Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including its 'B+' issuer credit rating, on Battle Creek, Mich.-based FireKeepers Development Authority (FDA, or the Authority), at the issuer's request. FDA is an instrumentality of Nottawaseppi Huron Band of the Potawatomi (the Tribe) and the operator of the FireKeepers Casino. "In February, FDA announced a tentative agreement for the early buyout of its gaming management agreement with Gaming Entertainment (Michigan), L.L.C. The potential payment from the Authority to GEM would total $97.5 million and be completed on or before May 1, 2012. The buyout is contingent upon financing sufficient to pay a major portion of the buyout price and to refinance the Authority's existing $340.0 million of senior secured notes due 2015. Financing for the transaction will be completed through a new bank facility, which will not be rated," S&P said. "Despite the potential for a near-term cash outflow and an increase in funded debt, we believe the proposed buyout is a long term credit positive, as the potential cost savings from the early buyout will help offset the incremental debt associated with the transaction," said Standard & Poor's credit analyst Michael Halchak. FIRST AMERICAN: S&P Rates $40-Mil. First Lien Term Loan 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' issue-level ratings to First American Payment System L.P.'s (FAPS) proposed $40 million first-lien incremental term loan B due 2016. "The new rating is equal to the company's 'B+' corporate credit rating, and is the same as the rating on FAPS' existing first-lien debt. We also assigned a '3' recovery rating to the incremental term loan B, indicating our expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. This recovery rating is the same as the recovery rating assigned to the existing first-lien credit facilities. However, our estimated recovery for first-lien lenders moved to the middle of the 50%-70% range from the high end, because of the increase in total first-lien debt outstanding at our projected year of default," S&P said. "The company is issuing the debt under the $75 million incremental facility contained in its existing first-lien credit agreement to fund a $40 million dividend to shareholders, including their private-equity sponsors. It is seeking an amendment to the credit agreement to waive the 4x pro forma leverage test that needs to be met to access the incremental facility. The amendment will also refresh the uncommitted available amount of the incremental facility back to $75 million. The proposed incremental term loan will have the same terms as the company's existing $225 million first-lien term loan. FAPS will also reset the two financial maintenance covenants in the existing credit agreement. The interest covenant will be set at 2.75x from close of the amendment to Sept. 30, 2013, and then at 3.0x thereafter. The consolidated total leverage ratio will be set at 4.9x at close. Over the next 18 months, it will step down to 4.75x for the Sept. 30, 2012 test period, again to 4.5x for the Dec. 31, 2012 test period, and to 3.75x by the Dec. 31, 2013 period. There will be further step- downs thereafter until it reaches 2.75x on Sept. 30, 2015," S&P said. "Our corporate credit rating and outlook on the company are unchanged by the additional debt. Our pro forma adjusted leverage is estimated at about 5x, an increase from about 4.3x at Sept. 30, 2011. Funds from operations (FFO) to debt will drop to low-double digits from the high-teen percent area. These financial metrics are still within the bounds of our 'B+' rating, and we expect them to improve by the end of 2012 through revenue and EBITDA growth, with leverage reverting to the low-4x area. We believe that the company will have around 15% headroom under its new leverage covenant levels, according to bank covenant calculations; however, it has a relatively aggressive step-down schedule. We could downgrade the company if increased competition or weak transaction volumes, leading to high customer attrition, deteriorating operating performance, and leverage in excess of 5.5x., or if covenant step-downs result in liquidity concerns. A possible upgrade is limited by its private-equity ownership structure, which we believe entails aggressive financial policies, as evident in the re-levering of the balance sheet for the current dividend payment," S&P said. "Our ratings on FAPS reflect its 'aggressive' financial risk profile and 'weak' business risk profile, which incorporates its leveraged balance sheet, and modest scale and market share in the highly competitive global payment processing industry. Standard & Poor's expects that significant recurring revenues and diverse sales channels will enable the company to maintain revenue growth and operating performance in the near term, partially mitigating these factors," S&P said. RATINGS LIST First American Payment Systems LP Corporate Credit Rating B+/Stable/-- New Ratings First American Payment Systems LP $40 mil first-lien incremental B+ term loan B due 2016 Recovery Rating 3 FNB UNITED: Incurs $137.3 Million Net Loss in 2011 -------------------------------------------------- FNB United Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $137.31 million on $39.55 million of net interest income in 2011 - its fourth straight year in the red. FNB posted a net loss of $131.82 million on $51.65 million of net interest income in 2010, a net loss of $101.69 million on $60.53 million of net interest income in 2009, and a net loss of $59.809 million on $114.035 million of net interest income in 2008. The Company's balance sheet at Dec. 31, 2011, showed $2.40 billion in total assets, $2.28 billion in total liabilities and $129.01 million in total shareholders' equity. The Company said it has addressed the issues that required it in 2010 to consider whether it could continue as a going concern. Therefore, as of Dec. 31, 2011, the Company does not have substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K, as amended, is available for free at: http://is.gd/kafkTo About FNB United Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank holding company for CommunityOne Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and Internet banking services. FULLCIRCLE REGISTRY: Rodefer Moss Raises Going Concern Doubt ------------------------------------------------------------ FullCircle Registry, Inc., filed on April 12, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Rodefer Moss & Co., PLLC, in New Albany, Indiana, expressed substantial doubt about FullCircle Registry's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net working capital deficiency. The Company reported a net loss of $570,302 on $1.29 million of revenues for 2011, compared with a net loss of $298,438 on $1,283 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $5.58 million in total assets, $5.36 million in total liabilities, and stockholders' equity of $223,795. A copy of the Form 10-K is available for free at: http://is.gd/eyW9dC Located in Shelbyville, Kentucky, FullCircle Registry, Inc.'s current business plan involves the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with currently three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc., and FullCircle Prescription Services, Inc. Target companies are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FUSION TELECOMMUNICATIONS: Forbearance with TD Bank Expires 2013 ---------------------------------------------------------------- Fusion Telecommunications International, Inc., and TD Bank, N.A., entered into a forbearance and settlement agreement which, among other things, set forth payment terms for the outstanding amount due to the lender in connection with a letter of credit agreement between the Company and TD Bank. Under the terms of the forbearance and settlement agreement, which provides for interest on the outstanding amount at the rate of 5.25% per annum, TD Bank agrees to forbear from exercising its rights and remedies under the letter of credit agreement until July 27, 2013, and the Company is required to make principal payments in the amount of $5,000 per month plus accrued interest from March 27, 2012, through Aug. 27, 2012, $50,000 plus accrued interest on each of Sept. 27, 2012, Dec. 27, 2012, and March 27, 2013, and approximately $8,000 June 27, 2013. In the event the Company fails to comply with the forbearance and settlement agreement, as and when required thereunder, TD Bank may enforce the rights and remedies provided to it under the provisions of the original letter of credit agreement, and may enforce a confession of judgment in the amount of $199,454, which the Company delivered to TD Bank at the time the forbearance and settlement agreement was signed. The amount of the confession of judgment includes interest accrued through Dec. 19, 2011, as well as a $2,500 forbearance fee and $6,500 in payment of TD Bank's partial attorney fees, which are payable on July 27, 2013. The forbearance and settlement agreement also contains covenants limiting the Company's ability to, among other things, incur additional debt, grant additional security interests or grant confessions of judgment to third parties. As of March 31, 2012, the Company has made all of the payments required under the forbearance and settlement agreement. The letter of credit was originally issued for the Company's benefit and posted as security in accordance with the terms of a lease agreement for premises leased by the Company. As previously disclosed in the Company's Current Report on Form 8-K filed Oct. 31, 2011, the landlord over the leased premises had exercised its right under the lease to draw down the full amount of the letter of credit in the amount of $428,391, which was partially collateralized by the Company depositing $240,000 in a money market account with the lending institution. As a result of the drawdown of the letter of credit, the Company was required to pay the issuer of the letter of credit the difference between the full amount of the letter of credit and the amount of the collateral, which difference is approximately $188,000. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion Telecommunications reported a net loss of $5.8 million in 2010 and a net loss of $9.6 million in 2009. The Company reported a net loss of $3.54 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $4.71 million in total assets, $14.99 million in total liabilities, and a $10.28 million total stockholders' deficit. As reported by the TCR on April 26, 2011, Rothstein, Kass & Company, P.C., in Roseland, New Jersey, expressed substantial doubt about Fusion Telecommunications' ability to continue as a going concern. The independent auditors noted that the Company the Company has negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations. GAMCO INVESTORS: Moody's Issues Summary Credit Opinion ------------------------------------------------------ Moody's Investors Service issued a summary credit opinion on GAMCO Investors, Inc. and includes certain regulatory disclosures regarding its ratings. This release does not constitute any change in Moody's ratings or rating rationale for GAMCO Investors, Inc. Moody's current ratings on GAMCO Investors, Inc. are: Senior Unsecured (domestic currency) ratings of Baa3 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 Rating Rationale Moody's Baa3 senior unsecured debt rating on GAMCO Investors, Inc. is supported by the company's strong brand-name recognition, established position in the investment management industry, diversity of clientele, and solid financial metrics. The rating is constrained by the risks associated with being a relatively small- sized asset manager, high concentration of assets under management (AUM) in equity strategies, and key man risk related to the firm's investment and management dependence on Mario Gabelli, the firm's founder and CEO. GAMCO has a widely recognized brand name in the investment industry, primarily due to the strong long-term track record of its investment performance. The company has been able to leverage its brand name to grow organically while maintaining a performance-oriented culture, which Moody's views as a key positive of the GAMCO organization. Strong brand recognition has also facilitated some diversification of the firm's product offerings and the expansion of its distribution network. That said, the company still remains heavily concentrated in equity products with about 95% of assets under management in equity as of December 31, 2011. This weighting toward equity assets is the highest among GAMCO's rated peer group. As a result, GAMCO's AUM and revenues are highly correlated with the performance of the equity markets. Continued equity market volatility will add variability to the company's AUM and influence its revenues proportionally more than it would the revenues of those asset managers that hold a more diversified asset mix. GAMCO continues to maintain a strong liquidity with approximately $544 million in unencumbered cash and liquid investments relative to $263 million of debt as of December 31, 2011, which provide an alternative debt service source given the sensitivity of revenues to equity market volatility. GAMCO is controlled by its widely-recognized founder, Chairman and CEO, Mario J. Gabelli. Mr. Gabelli provides leadership as the manager of the majority of the firm's assets under management (AUM) and as a major driver of the firm's corporate strategy, reputation and visibility. In most regards, these points are positive to the firm's rating profile. However, Mr. Gabelli's prominence also limits the firm's rating potential for two reasons: a) Moody's sees separating the firm's CEO responsibilities from investment responsibilities as good governance and b) the Company will be facing a difficult management succession issue. Continued progress in the institutionalization of many facets of the business and the creation of a more enduring operating platform would be a credit positive. Rating Outlook The outlook for GAMCO rating is stable. What Could Change the Rating - Up * Improved market share to at least 0.5% of the US fund market * Sustained quarterly net positive inflows of at least $500 million * Clearer strides made in reducing the firm's key man risk, particularly with regard to sales and marketing efforts. * Increased asset class diversification What Could Change the Rating - Down * Persistent quarterly net asset outflows exceeding 2.5% of beginning of period AUM * Total debt to EBITDA exceeds 3x * Net income margins consistently below 20% * Market share drops to under 0.1% of the total US fund market The principal methodology used in this rating was Moody's Global Rating Methodology for Asset Management Firms published in October 2007. GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which GateHouse Media, Inc., is a borrower traded in the secondary market at 29.46 cents- on-the-dollar during the week ended Friday, April 13, 2012, a drop of 0.26 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About GateHouse Media GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. GateHouse Media, Inc., filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $22.22 million on $525.79 million of total revenues for the year ended Jan. 1, 2012, a net loss of $26.64 million on $558.58 million of total revenues for the year ended Dec. 31, 2010, and a net loss of $530.61 million on $584.79 million of total revenues for the year ended Dec. 31, 2009. The Company's balance sheet at Jan. 1, 2012, showed $510.80 million in total assets, $1.31 billion in total liabilities and a $805.63 million total stockholders' deficit. According to the Form 10-K for the year ended Dec. 31, 2011, the Company's ability to make payments on its indebtedness as required depends on its ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. GENERAL MARITIME: Posts $152.69-Mil. Net Loss in 2011 ----------------------------------------------------- General Maritime Corporation reported a net loss of $152.69 million on voyage revenues of $345.38 million for the fiscal year ended Dec. 31, 2011, compared with a net loss of $216.66 million on voyage revenues of $387.16 million for 2010. Voyage revenues decreased by $41.9 million, or 10.8%, to $345.38 million for the year ended Dec. 31, 2011, compared to $387.16 million for the prior year. This decrease occurred despite a 1.7% increase in vessel operating days to 11,845 days during the year ended Dec. 31, 2011, compared to 11,644 days in the prior year. The Company attributed the decrease in voyage revenues to a weak rate environment for vessels both on time charters and on the spot market. The Company's balance sheet at Dec. 31, 2011, showed $1.671 billion in total assets, $1.421 billion in total liabilities, and stockholders' equity of $249.80 million. A copy of the Form 10-K is available for free at: http://is.gd/374T8i 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. As reported in the TCR on April 5, 2012, General Maritime Corp. scheduled a confirmation hearing on May 3 for approval of its Chapter 11 plan. GLOBAL SHIP: Swings to $9.1 Million Net Income in 2011 ------------------------------------------------------ Global Ship Lease, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing net income of US$9.07 million on US$156.26 million of time charter revenue in 2011, compared with a net loss of US$3.97 million on US$158.83 million of time charter revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed US$939.53 million in total assets, US$605.33 million in total liabilities and US$334.20 million in total stockholders' equity. A copy of the Form 20-F is available for free at: http://is.gd/t7nYsH About Global Ship Lease London, England-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS) -- http://www.globalshiplease.com/-- is a containership charter owner. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under long-term, fixed rate charters to world class container liner companies. Global Ship Lease owns 17 vessels with a total capacity of 66,297 TEU with a weighted average age at June 30, 2010, of 6.3 years. All of the current vessels are fixed on long-term charters to CMA CGM with an average remaining term of 8.6 years. The Company has contracts in place to purchase two 4,250 TEU newbuildings from German interests for approximately $77 million each that are scheduled to be delivered in the fourth quarter of 2010. The Company also has agreements to charter out these newbuildings to Zim Integrated Shipping Services Limited for seven or eight years at charterer's option. As reported in the Dec. 1, 2012 edition of the TCR, Global Ship Lease disclosed that it had entered into an agreement with its lenders to waive until Nov. 30, 2012 the requirement under its credit facility to conduct loan-to-value tests. The credit facility requires that loan-to-value, which is the ratio of outstanding borrowings under the credit facility to the aggregate charter-free market value of the secured vessels, cannot exceed 75%. GRUBB & ELLIS: Court Approves Amended Asset Purchase Agreement -------------------------------------------------------------- BankruptcyData.com reports that after overruling an objection filed by the ad hoc committee of brokers, the U.S. Bankruptcy Court approved Grubb & Ellis' motion to approve a transition services supplement to the second amended and restated asset purchase agreement. The agreement addresses certain transition services to be provided between the Debtors and BGC Partners to implement the sale of Grubb & Ellis' assets, which was approved by the Court on March 27, 2012. The order asserts, "The Court finds that the Debtors have established a valid exercise of their business judgment in consummating the Transition Supplement with BGC." About Grubb & Ellis Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a commercial real estate services and property management company with more than 3,000 employees conducting throughout the United States and the world. It is one of the oldest and most recognized brands in the industry. Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy (Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell almost all its assets to BGC Partners Inc. The Santa Ana, California-based company disclosed $150.16 million in assets and $167.2 million in liabilities as of Dec. 31, 2011. Judge Martin Glenn presides over the case. The Debtors have engaged Togut, Segal & Segal, LLP as general bankruptcy counsel, Zuckerman Gore Brandeis & Crossman, LLP, as general corporate counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor in the Chapter 11 case. Kurtzman Carson Consultants is the claims and notice agent. BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co., L.P., the DIP lender and Prepetition Secured Lender, are represented in the case by Emanuel C. Grillo, Esq., at Goodwin Procter LLP. On March 27, 2012, the Court approved the sale to BCG. An auction was cancelled after no rival bids were submitted. Pursuant to the term sheet signed by the parties, BGC would acquire the assets for $30.02 million, consisting of a credit bid the full principal amount outstanding under the (i) $30 million credit agreement dated April 15, 2011, with BGC Note, (ii) the amounts drawn under the $4.8 million facility, and (iii) the cure amounts due to counterparties. BGC would also pay $16 million in cash because the sale was approved by the March 27 deadline. Otherwise, the cash component would have been $14 million. Approval of the sale was simplified when BGC settled with unsecured creditors by increasing their recovery. Judge Glenn also approved the settlement on March 27. Several parties in interest have taken an appeal from the sale order. HALO COMPANIES: Reports $461,000 Net Income in Fourth Quarter ------------------------------------------------------------- Halo Companies, Inc., said it had profitable fourth quarter results with revenue of $3.2 million and a net income of $461,000 for the quarter ended Dec. 31, 2011. "The revenue and profitability generated in the fourth quarter signify a major turning point for Halo," states Cade Thompson, chief executive officer of Halo Companies, Inc. "The past two years have been a period of transition as we shifted our core business from a consumer financial services company to a distressed asset services company. A large part of the fourth quarter success is due to growth in the distressed asset verticals, primarily asset management and portfolio advisory services, indicating the completion of that transition." A copy of the press release is available for free at: http://is.gd/IZ9wOS About Halo Companies Allen, Texas-based Halo Companies, Inc., is a nationwide real estate investment, asset management and financial services company that provides technology and asset management solutions to asset owners as well as real estate and financial services to financially distressed consumers which can be applied individually or utilized as a comprehensive workout strategy. Halo Companies reported a net loss of $2.50 million in 2011, compared with a net loss of $3.63 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.63 million in total assets, $4.32 million in total liabilities, and a $2.69 million total shareholders' deficit. For the year ended Dec. 31, 2011, Montgomery Coscia Greilich LLP, in Plano, Texas, expressed substantial doubt about the ability of the Company to continue as a going concern. The independent auditors noted that Halo Companies, Inc., has incurred losses since its inception and has not yet established profitable operations. HAWKER BEECHCRAFT: Incurs $631.9 Million Net Loss in 2011 --------------------------------------------------------- Hawker Beechcraft Acquisition Company, LLC, filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities, and a $956.90 million total deficit. Going Concern Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern. The Company determined not to pay its interest obligations under the Notes on April 2, 2012, and anticipate an inability to pay interest on the Notes on future interest payment dates. Furthermore, the Company will be required to repay or refinance its Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and the Company will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. The Company has suffered recurring operating losses resulting in a significant net shareholder's deficit that raises substantial doubt about its ability to continue as a going concern. The Company is operating under a forbearance agreement with its lenders which defers interest payment obligations and provides relief from loan covenants through June 29, 2012. Due to the fact that the Company has recurring negative cash flows from operations and recurring losses from operations, the Company will need to seek additional financing. There is substantial doubt that the Company will be able to obtain additional equity or debt financing on favorable terms, or at all, in order to have sufficient liquidity to meet its cash requirements for the next twelve months. Bankruptcy Warning As of Dec. 31, 2011, the Company was not in compliance with the covenants under its Senior Secured Credit Facilities and had $0.3 million for additional borrowings under its Revolving Credit Facility. As a result, the Company must rely on revenues from its business to meet its payment obligations under its indebtedness. The Company determined not to pay its interest obligations under the Notes on April 2, 2012, and anticipate an inability to pay interest on the Notes on future interest payment dates. Furthermore, the Company will be required to repay or refinance its Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and the Company will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. If the Company was unable to make payments or refinance its debt or obtain new financing under these circumstances, it would have to consider other options, such as: (a) sales of assets; (b) sales of equity; (c) negotiations with its lenders to restructure the applicable debt; or (d) seeking protection under chapter 11 of the U.S. Bankruptcy Code. A copy of the Form 10-K is available for free at: http://is.gd/dfR8Xs About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kan., is a manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. To reduce the cost of operations, in October 2010, the Company announced it would implement a cost reduction and productivity program. The first part of the program consisted of the immediate termination of approximately 8% of salaried employees while the second part involves reducing the Company's factory and shop work forces by approximately 800 employees by end of August 2011. * * * As reported by the TCR on April 10, 2012, Moody's Investors Service has downgraded ratings of Hawker Beechcraft Acquisition Company LLC, including the corporate family rating and probability of default rating to Ca from Caa3. A new $124.5 million loan (unrated, due June 2012) has been arranged to help fund operations while the company pursues a financial restructuring. The liquidity profile is weak due to very high financial leverage and the large size of near-term debt obligations. Although the company disclosed that coupon payments due April 1, 2012 on its senior and subordinated notes went unpaid, those indentures provide for a 30-day grace period. HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 65.54 cents-on- the-dollar during the week ended Friday, April 13, 2012, a drop of 2.24 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014, and carries Moody's Caa3 rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities, and a $956.90 million total deficit. Going Concern According to the Form 10-K for the year ended Dec. 31, 2011, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern. The Company determined not to pay its interest obligations under the Notes on April 2, 2012, and anticipate an inability to pay interest on the Notes on future interest payment dates. Furthermore, the Company will be required to repay or refinance its Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and the Company will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. The Company has suffered recurring operating losses resulting in a significant net shareholder's deficit that raises substantial doubt about its ability to continue as a going concern. The Company is operating under a forbearance agreement with its lenders which defers interest payment obligations and provides relief from loan covenants through June 29, 2012. Due to the fact that the Company has recurring negative cash flows from operations and recurring losses from operations, the Company will need to seek additional financing. There is substantial doubt that the Company will be able to obtain additional equity or debt financing on favorable terms, or at all, in order to have sufficient liquidity to meet its cash requirements for the next twelve months. Bankruptcy Warning As of Dec. 31, 2011, the Company was not in compliance with the covenants under its Senior Secured Credit Facilities and had $0.3 million for additional borrowings under its Revolving Credit Facility. As a result, the Company must rely on revenues from its business to meet its payment obligations under its indebtedness. The Company determined not to pay its interest obligations under the Notes on April 2, 2012, and anticipate an inability to pay interest on the Notes on future interest payment dates. Furthermore, the Company will be required to repay or refinance its Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and the Company will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. If the Company was unable to make payments or refinance its debt or obtain new financing under these circumstances, it would have to consider other options, such as: (a) sales of assets; (b) sales of equity; (c) negotiations with its lenders to restructure the applicable debt; or (d) seeking protection under chapter 11 of the U.S. Bankruptcy Code. * * * As reported by the Troubled Company Reporter on April 10, 2012, Moody's Investors Service has downgraded ratings of Hawker Beechcraft Acquisition Company LLC, including the probability of default rating to Ca from Caa3. Concurrently, a limited default ("LD") designation has been assigned because Moody's believes that the company deferred bank debt interest that was due March 30. Credit facility forbearance until June 29, 2012 has been arranged for the interest deferral, financial covenant and other breaches. The LD designation will remain in place until resolution of the deferred interest payment emerges. The TCR reported on Sept. 16, 2011, Moody's Investors Service has lowered all the credit ratings, including the corporate family rating to Caa3 from Caa2, of Hawker Beechcraft Acquisition Company LLC. The rating outlook is negative. The downgrades reflect Hawker Beechcraft's mounting retained deficit and Moody's view that the soft economy dims chances for profitability anytime soon. Although limited near-term debt maturities exist, with the prospect of further losses Moody's views the capital structure to be unsustainable. Pronounced risk that some form of restructuring of the company's debt obligations may occur underscores the negative rating outlook. Softness in most developed economies should constrain demand for the smaller and mid-sized cabin aircraft that comprise the company's Business and General Aviation product portfolio. While management has aggressively lowered overhead and cut production costs, the revenue outlook seems weak. As of June 30, 2011, the debt to book capital ratio was 114% and the trailing 12-month EBITDA to interest ratio was 0.2x (Moody's adjusted basis). According to the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings Services lowered its ratings on Hawker Beechcraft, including the corporate credit rating to 'CCC' from 'CCC+'. "The downgrade reflects Hawker's continued poor credit protection measures and tighter liquidity resulting from declining revenues, significant (albeit improving) losses, and weak cash generation," said Standard & Poor's credit analyst Christopher DeNicolo. "We have concerns about the company's ability to maintain covenant compliance." HCA HOLDINGS: Expects $8.4 Billion Revenue for Q1 2012 ------------------------------------------------------ HCA Holdings, Inc., announced preliminary financial and operating results for the first quarter ended March 31, 2012. The financial results are subject to finalization of the Company's quarterly financial and accounting procedures. HCA anticipates revenues for the first quarter will be roughly $8.380 billion to $8.430 billion, compared to $7.406 billion in the first quarter of 2011. Adjusted EBITDA for the first quarter of 2012 is expected to be roughly $1.795 billion to $1.845 billion compared to $1.590 billion in the first quarter of 2011. Same facility admissions for the first quarter of 2012 increased roughly 3.2% compared to the prior year. Financial results for the first quarter ended March 31, 2012, include two separate adjustments related to Medicare revenues for prior periods, the net effect of which is expected to result in increases of roughly $188 million to revenues, and roughly $170 million to Adjusted EBITDA. A copy of the press release is available for free at: http://is.gd/uXYIww About HCA Inc. Headquartered in Nashville, Tennessee, HCA Inc., founded in 1968, was one of the nation's first hospital companies. It has locally managed facilities that include about 163 hospitals and 109 freestanding surgery centers in 20 states and England and employing roughly 199,000 people. The Company's balance sheet at Dec. 31, 2011, showed $26.89 billion in total assets, $33.91 billion in total liabilities, and a $7.01 billion stockholders' deficit. * * * HCA Inc. and HCA Holdings Inc. carry 'B+' Issuer Default Rating from Fitch Ratings; 'B+' Corporate Credit Rating from Standard & Poor's; and 'B1' Corporate Family and Probability of Default Ratings from Moody's Investors Service. In May 2011, Moody's Investors Service upgraded the Company's CFR and PDR to B1 from B2. "The upgrade of HCA's rating reflects the considerable progress the company has made in improving financial metrics and managing the company's maturity profile since the November 2006 LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the funding of distributions to shareholders at the end of 2010 increased debt levels, the growth in EBITDA and debt repayment since the LBO have improved leverage metrics considerably from the high levels seen just after the company went private," continued Mr. Diaz. HECKMANN GROUP: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Coraopolis, Pa.-based Heckmann Corp., a provider of environmental services including water transportation for hydraulic fracturing oil and gas projects and oil recycling services. The outlook is stable. "At the same time, we assigned our 'B-' issue-level and '6' recovery ratings to the company's $250 million senior unsecured notes. The '6' recovery rating indicates our expectation for a negligible (0% to 10%) recovery for lenders in the event of a payment default. The company used the note proceeds--along with $80 million from an equity issuance, $17.5 million of equity held in escrow, and $63 million of existing cash--to refinance its secured credit facilities and to acquire Scottsdale, Ariz.-based oil recycler Thermo Fluids Inc. (TFI; unrated), a provider of used oil recycling services in the Western U.S. Proceeds were also used to pay for transaction fees and expenses and other general corporate purposes," S&P said. "The ratings on Heckmann reflect the company's 'weak' business risk profile and 'aggressive' financial risk profile. Heckmann transports and disposes of water used in the hydraulic fracturing (fracking) process of oil and gas exploration in shale regions. Pro forma for the TFI acquisition, we expect the company's traditional water-related businesses (Heckmann Water Resources, or HWR) to account for 58% of revenues and the acquired oil-related businesses to account for 42%. The company's operations are subject to the supplies and pricing of oil and gas, since adverse commodity price movements may impact the future development and growth rates of shale fracking," said Standard & Poor's credit analyst James Siahaan. "The company has grown significantly during the past three years, increasing sales to $157 million in 2011 from less than $4 million in 2009. We expect sales to hit $380 million in 2012. Heckmann was founded in 2007 to make investments in various businesses. Despite favorable credit measures at the outset, we expect the company to continue to make tuck-in acquisitions from time to time, many of which may require debt financing." "The company acquired TFI for $245 million, with $227.5 million of the purchase price in the form of cash consideration and $17.5 million as equity issued to the former owners of TFI, which include equity sponsor CIVC Partners." "The stable outlook reflects our expectation that hydraulic fracturing activity will remain favorable to support solid sales and profitability over the next couple of years, while reductions in discretionary capital spending will improve the company's free cash flow generation. Our base case assumes that, over the next year, Heckmann will be able to maintain adjusted EBITDA margins of about 25%, with FFO to debt of 25% as well," S&P said. "We could lower the ratings if downside risks to our forecast were to materialize, such as greater-than-expected debt incurrence to fund acquisitions, unfavorable economic trends that reduce the profitability of hydraulic fracturing, environmental-related regulations that curtail drilling activity and investments, a disruption in water pipelines, other operating problems that could constrain liquidity, or significant debt incurrence to fund a shareholder distribution. Based on our scenario forecasts, we could take a negative rating action if the company's sales growth in 2012 were to fail to meet expectations and its EBITDA margins decreased to 21%. If this were to happen, Heckmann's FFO to total adjusted debt would likely fall to about 15%," S&P said. "We could raise the ratings modestly within the next 12 months if the company establishes and maintains a track record of reliable operating performance and its business prospects remain robust. Although the hydraulic fracturing industry appears to be strong at present, changes in oil and gas prices could affect profitability in certain regions, forcing some service providers to incur unexpected costs as they move manpower and equipment to other regions. Another important factor in our consideration of a higher rating is whether Heckmann maintains adequate liquidity levels despite high capital spending and seasonal working capital-related borrowings," S&P said. HEMCON MEDICAL: BofA Disputes Cash Collateral Use ------------------------------------------------- Debtor HemCon Medical Technologies Inc. is facing opposition from Bank of America N.A. in the Debtor's bid to use cash collateral. HemCon and its affiliates are borrowers under a $50 million syndicated credit facility where BofA is the administrative agent. The loan is secured by effectively all of the Debtor's personal property. According to BofA, as of the petition, HemCon owes the lenders $23 million under the loan. Moreover, BofA said it is doubtful that, as of the bankruptcy filing date, the collateral for the loan is worth the debt owed. BofA said it lacks sufficient information about HemCon at this early stage of the case to make an informed evalution of the Debtor's cash collateral request. Otherwise, BofA said, interim authorization should be shortened until May 4. The Debtor has proposed to use cash collateral through the earlier of the final hearing on its request or May 30, 2012. BofA, however, noted that based on the Debtor's budget, the Debtor had $1.24 million in cash on the petition date, but will have only $396,329 in cash by the end of the interim period for which the Debtor is seeking authorization to use cash collateral. This, according to BofA, represents a deterioration of $840,170 in just under two months. BofA said that, based on prior representations of the Debtor, the reorganization will be based on new investment from existing shareholders or new funding sources. If no new investors step forward very quickly, the Debtor's reorganization will become impossible. BofA also found it troubling that the Debtor projects it will have a negative cash position of $50,771 by June 24, 2012. "In other words, the Debtor is asking the Court for authorization to use the Bank's cash collateral to fund the Debtor's rapid, irreversible march to financial extinction," BofA said. HemCon had warned it won't be able to pay employees and operating expenses and will have to cease operations absent authority to use cash collateral. HemCon proposes to provide adequate protection for the use of cash collateral. Specifically, the Debtor will grant the bank a replacement security interest in and lien upon all of Debtor's personal property, except the deposit account where prepayments made and to be made by the United States of America, Department of Defense, to the Debtor pursuant to certain contracts are deposited. The Debtor said BofA has agreed not to assert a lien on that account and such account is not Prepetition Collateral BofA is represented by: Brad A. Goergen, Esq. Mark D. Northrup, Esq. GRAHAM & DUNN PC Tel: 206-624-8300 E-mail: bgoergen@grahamdunn.com mnorthrup@grahamdunn.com Portland, Oregon-based HemCon Medical Technologies Inc., fdba HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 12-32652) on April 10, 2012, estimating up to $50 million in assets and liabilities. Founded in 2001, HemCon -- http://www.hemcon.com/-- is a diversified medical technology company that develops, manufactures and markets innovative wound care, anti-microbial and oral care products for the military, emergency medical, surgical, dental and over-the-counter markets. HemCon has subsidiaries in the United Kingdom and Europe. The bankruptcy 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. Judge Elizabeth L. Perris presides over the case. Attorneys at Tonkon Torp LLP represent the Debtor. The petition was signed by Nick Hart, CFO. HERITAGE ANIMAL: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Heritage Animal Hospital, Inc. 150 Waterstradt Commerce Drive Dundee, MI 48131 Bankruptcy Case No.: 12-49081 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtor's Counsel: Leon N. Mayer, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 E-mail: lnmayer@schaferandweiner.com Scheduled Assets: $61,911 Scheduled Liabilities: $3,864,224 The Company's list of its eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb12-49081.pdf The petition was signed by Earl D. Cornprobst, president. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- C&E Holdings, LLC 12-49081 04/10/12 Cheryl A. Cornprobst 11-64918 09/21/11 Earl David Cornprobst 11-64917 09/21/11 HERON LAKE: Posts $1.2-Mil. Net Loss in Jan. 31 Quarter ------------------------------------------------------- Heron Lake BioEnergy, LLC, filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $38.9 million of revenues for the three months ended Jan. 31, 2012, compared with net income of $1.7 million on $39.2 million of revenues for the same period of the prior fiscal year. The Company's balance sheet at Jan. 31, 2012, showed $98.3 million in total assets, $49.5 million in total liabilities, and members' equity of $48.8 million. As reported in the Troubled Company Reporter on Feb. 7, 2012, Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn., expressed substantial doubt about Heron Lake BioEnergy's ability to continue as a going concern, following the Company's results for the fiscal year ended Oct. 31, 2011. The independent auditors noted that the Company previously incurred operating losses related to difficult market conditions and operating performance. The Company was previously out of compliance with its master loan agreement and had a lower level of working capital than was desired. A copy of the Form 10-Q is available for free at: http://is.gd/TnNEpq Heron Lake, Minnesota-based Heron Lake BioEnergy, LLC, owns and operates a dry mill corn-based, natural gas fired ethanol plant near Heron Lake, Minnesota. The plant has a stated capacity to produce 50 million gallons of denatured fuel grade ethanol and 160,000 tons of dried distillers' grains (DDGS) per year. HIGH RIVER: Provides Second Default Status Report ------------------------------------------------- High River Gold Mines Ltd. is providing its second Default Status Report in accordance with National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. On March 1, 2012, High River announced that the Ontario Securities Commission has noted the Company in default of its continuous disclosure obligations under Ontario securities law due to the Company not having filed National Instrument 43-101 compliant technical reports to support the current mineral reserves and mineral resources at its Zun- Holba and Irokinda mines. A management cease trade order in respect of the Company was issued by the OSC on March 15, 2012. High River reports that since filing its first Default Status Report on March 28, 2012, there have not been any material changes to the information contained therein, nor any failure by High River to fulfill its intentions as stated therein, and there are no additional defaults or anticipated defaults subsequent to such announcement. Furthermore, there have been no additional material changes in respect of High River and its affairs that have not been generally disclosed. High Rive continues to anticipate that a new technical report for each of the Zun-Holba and Irokinda mines will be filed by April 16, 2012 and will continue to provide bi-weekly updates, as contemplated by NP 12-203, until the Technical Reports have been filed. The Company also wishes to further clarify several historical figures that were reported in the Company's press release dated April 2, 2012, which corrected Selected Financial Results in the press release issued on March 30, 2012. Several figures for 2010 and 2009 were disclosed in Canadian GAAP, rather than IFRS and the Company wishes to clarify the figures, which are set out below. The 2010 results figures under IFRS are: "Net income (loss)" is 111,658, "Net income (loss) per share (basic)" is 0.13 and "Total Assets" is 812,463. The 2009 results figure under IFRS is: "Total Assets" is 692,020. About High River High River is an unhedged gold company with interests in producing mines, development and advanced exploration projects in Russia and Burkina Faso. Two underground mines, Zun-Holba and Irokinda, are situated in the Lake Baikal region of Russia. Two open pit gold mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also in production. Finally, High River has a 90% interest in a development project, the Bissa gold project in Burkina Faso, and a 50% interest in an advanced exploration project with NI 43-101 compliant resource estimates, the Prognoz silver project in Russia. HORIZON LINES: Restructuring Agreements to End by April 30 ---------------------------------------------------------- Horizon Lines, Inc., on April 9, 2012, entered into Amended and Restated Restructuring Support Agreements to the Restructuring Support Agreements initially dated March 26, 2012, with certain holders of its 11.00% first lien secured notes due 2016, 13.00%- 15.00% second lien secured notes due 2016 and 6.00% Series A Convertible Senior Secured Notes due 2017 and 6.00% Series B Mandatorily Convertible Senior Secured Notes. The Amended and Restated Restructuring Support Agreements provide, among other things, that each of the holders represented to the Company that it has taken all necessary action to instruct its custodians to deliver its consents pursuant to the consent solicitations. Each holder also agreed that it will not revoke, withdraw or amend any consent solicitations or instructions. The Company also represented to each of the holders that it has received notices of conversion for at least 99% of the aggregate principal amount of Convertible Secured Notes. Termination events under the Amended and Restated Restructuring Support Agreements include, but are no limited to: (i) a breach by the Company of its obligations under the Amended and Restated Restructuring Support Agreements; (ii) the occurrence of an event of default in the indenture governing the Notes or in the charters identified in the Amended and Restated Restructuring Agreements; (iii) the occurrence of any material changes or waivers in certain of the Company's financing documents which are not reasonably satisfactory to a majority of the holders of Notes that executed the Amended and Restated Restructuring Support Agreements; and (iv) the failure to restructure the charter obligations by April 10, 2012. The Amended and Restated Restructuring Support Agreements terminate automatically on April 30, 2012. On April 5, 2012, the Company entered into a Global Termination Agreement with Ship Finance International Limited and certain of its subsidiaries which enabled the Company to terminate early the bareboat charters of the five foreign-built, U.S.-flag vessels that formerly operated in the FSX service. The Global Termination Agreement became effective on April 9, 2012. Pursuant to the Global Termination Agreement, in consideration for the early termination of the vessel leases, and related agreements and the mutual release of all claims thereunder, the Company agreed to: (i) issue to SFL $40.0 million in aggregate principal amount of Second Lien Senior Secured Notes; (ii) issue to SFL the number of warrants to purchase 9,250,000 shares of the Company's common stock at a conversion price of $0.01 per common share, which in the aggregate represents 10% of the fully diluted shares of such common stock after giving effect to such issuance but subject to approximately 8% dilution for a management incentive plan; (iii) transfer to SFL certain property on board the vessels at the time of redelivery to SFL without any additional payment; (iv) reimburse reasonable costs incurred by SFL to (a) return the vessels from their current laid up status to operating status, which reimbursement will not exceed $0.6 million, (b) reposition the vessels from the Philippines to either Hong Kong or Singapore, which reimbursement will not exceed $0.1 million, (c) remove the Company's stack insignia and name from the vessels, which reimbursement will not exceed $0.1 million, and (d) complete the reflagging of the vessels to the Marshall Islands registry, which reimbursement is currently expected to approximate $0.1 million; and (v) reimburse SFL for their reasonable costs and expenses incurred in connection with the transaction, which we estimate represents an aggregate maximum reimbursement obligation to the SFL Parties of $0.6 million. As part of the overall agreement under the Restructuring Support Agreements, on March 29, 2012, the Company launched consent solicitations to make certain amendments to the indentures which govern (i) the First Lien Secured Notes, (ii) the Second Lien Secured Notes and (iii) the Convertible Notes. These amendments provided, among other things (i) for the issuance of $40.0 million in aggregate principal amount of Second Lien Notes to SFL pursuant to the Global Termination Agreement, subordinated to the existing Second Lien Secured Notes under certain circumstances, (ii) for the Company to pay-in-kind (PIK) the interest payments on the Second Lien Secured Notes and the Convertible Notes, (iii) that SFL may purchase all other outstanding Second Lien Secured Notes from the holders under circumstances where, among other things, the Company commences liquidation, administration, or receivership or other similar proceedings and (iv) for Series B Note holders to convert their notes at their option. On April 9, 2012, the Company obtained the requisite consents under each of the consent solicitations and entered into supplemental indentures with certain of its subsidiaries and U.S. Bank National Association, the trustee for each of the Notes, to amend the indentures pursuant to the consent solicitations described above. On April 9, 2012, pursuant to the transactions contemplated by the Global Termination Agreement, the Company issued 9,250,000 warrants to SFL in a privately negotiated transaction exempt from, or not subject to, the registration requirements of the Securities Act of 1933, as amended. The Warrants were issued pursuant to a Warrant Agreement, which the Company entered into with The Bank of New York Mellon Trust Company, N.A, as warrant agent, on April 9, 2012. Pursuant to the Warrant Agreement, the Warrants entitle SFL to purchase one share of the Company's common stock at a price of $0.01 per share, subject to adjustment in certain circumstances. In lieu of payment of the exercise price, SFL will have the right to require the Company to convert its Warrants, in whole or in part, into shares of its Common Stock, and the Company will withhold, from the shares of Common Stock that would otherwise be delivered to SFL, shares issuable upon exercise of the Warrants equal in value to the aggregate exercise price. Board Reduced to Seven Members On April 9, 2012, the Company's Board of Directors adopted a resolution that decreased the size of the Company's Board of Directors to seven members to be comprised of three Class I Directors, two Class II Directors and two Class III Directors. Effective April 9, 2012, Alex J. Mandl, William J. Flynn, Bobby J. Griffin, and Carol B. Hallett resigned from the Company's Board. Mr. Flynn served on the Audit Committee, Mr. Griffin and Ms. Hallett served on the Compensation Committee and Mr. Mandl served on the Nominating and Corporate Governance Committee. Mr. Mandl also resigned as the Chairman of the Board of the Company, and the Board appointed Jeffrey A. Brodsky as Mr. Mandl's replacement. In addition, effective April 9, 2012, James LaChance (as chairperson), Mr. Brodsky and Steven L. Rubin will serve on the Audit Committee; Martin Tuchman (as chairperson), David N. Weinstein and Kurt M. Cellar will serve on the Compensation Committee and Mr. Cellar (as chairperson), Mr. Tuchman and Mr. Weinstein will serve on the Nominating and Corporate Governance Committee. 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 reported a net loss of $229.41 million for the fiscal year ended Dec. 25, 2011, a net loss of $57.97 million for the fiscal year ended Dec. 26, 2010, and a net loss of $31.27 million 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. 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: Obligated to Complete an "A/B Exchange Offer" ------------------------------------------------------------- Horizon Lines, LLC, Horizon Lines, Inc., and each of the other guarantors under the First Lien Secured Notes and Second Lien Secured Notes entered into an amendment to the registration rights agreements, initially dated Oct. 5, 2011, with the initial purchasers thereof. Pursuant to the Registration Rights Agreement Amendment, the Company is now obligated to complete an "A/B Exchange Offer" as soon as practicable to exchange the First Lien Secured Notes and the Second Lien Secured Notes, but in no event later than 300 days after the Oct. 6, 2011, issuance of those notes. If the Company does not complete the A/B Exchange Offer within the 300 day period, this will result in a "registration default" and 0.25% of additional interest per 90 days of "registration default" will be added to the interest payable on each of the First Lien Secured Notes and the Second Lien Secured Notes, up to a maximum of 1.00% of additional interest. 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. Horizon Lines reported a net loss of $229.41 million in 2011, a net loss of $57.97 million in 2010, and a net loss of $31.27 million in 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. 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. HOVNANIAN ENTERPRISES: Offering 5MM shares Under Incentive Plan --------------------------------------------------------------- Hovnanian Enterprises, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registering 5 million shares of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, issuable under the 2012 Stock Incentive Plan. The proposed maximum offering price is $10 million. A copy of the prospectus is available for free at: http://is.gd/1gW2Hs About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. The Company reported a net loss of $286.08 million on $1.13 billion of total revenue for the fiscal year ended Oct. 31, 2011, compared with net income of $2.58 million on $1.37 billion of total revenues during the prior year. The Company's balance sheet at Jan. 31, 2012, showed $1.50 billion in total assets, $2.01 billion in total liabilities, and a $513.78 million total deficit. * * * Hovnanian Enterprises carries 'Caa2' Corporate Family and Probability of Default Ratings from Moody's Investors Service. As reported by the Troubled Company Reporter on April 3, 2012, Moody's explained that the Caa2 corporate family rating reflects Hovnanian's elevated debt leverage weak gross margins, continued operating losses, negative cash flow generation, and Moody's expectation that the conditions in the homebuilding industry over the next one to two yeas will provide limited opportunities for improvement in the company's operating and financial metrics. The ratings also consider Hovnanian's negative net worth position, which Moody's anticipates will be further weakened by continuing operating losses and impairment charges. At the same time, the ratings are supported by the company's lack of financial maintenance covenants and the absence of significant debt maturities until 2015. Moody's said the ratings could be lowered further if the company were to materially deplete its cash reserves either through sharper-than-expected operating losses or through a substantial investment or other transaction. As reported by the TCR in November 2011, Fitch Ratings raised the Issuer Default Rating of Hovnanian to 'CCC' from Restricted Default. Fitch lowered Hovnanian's IDR to RD on Nov. 2, following the completion of the company's debt exchange offer, which Fitch viewed as a distressed debt exchange. Standard & Poor's Ratings Services also raised its corporate credit rating on Hovnanian to 'CCC-' from 'SD' (selective default). Hovnanian late last year completed a debt exchange offer, in which it exchanged $195 million of its seven series of senior unsecured notes for $141.8 million 5% senior secured notes due 2021 and $53.2 million 2% senior secured notes due 2021. HOVNANIAN ENTERPRISES: Closes Sale of 25 Million Class A Shares --------------------------------------------------------------- Hovnanian Enterprises, Inc., on April 11, 2012, completed an underwritten public offering of 25,000,000 shares of its Class A Common Stock, par value $0.01 per share, at a price of $2.00 per share, pursuant to an underwriting agreement, dated April 4, 2012, among Hovnanian and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC. Pursuant to the terms of the Underwriting Agreement, Hovnanian has granted the Underwriters an option to purchase up to 3,750,000 additional shares of Common Stock to cover over-allotments, if any. The sale of the Shares was made pursuant to the Registration Statement on Form S-3 (File No. 333-173365) and the prospectus supplement, dated April 4, 2012, to the prospectus contained therein dated April 18, 2011. The net proceeds from the issuance of the Shares, along with cash on hand, will be used to fund the purchase of roughly $15.3 million principal amount of Hovnanian's 6-1/4% Senior Notes due 2016, roughly $22.8 million principal amount of Hovnanian's 7-1/2% Senior Notes due 2016 and approximately $37.4 million principal amount of Hovnanian's 8-5/8% Senior Notes due 2017 in a private transaction. About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. The Company reported a net loss of $286.08 million on $1.13 billion of total revenue for the fiscal year ended Oct. 31, 2011, compared with net income of $2.58 million on $1.37 billion of total revenues during the prior year. The Company's balance sheet at Jan. 31, 2012, showed $1.50 billion in total assets, $2.01 billion in total liabilities, and a $513.78 million total deficit. * * * Hovnanian Enterprises carries 'Caa2' Corporate Family and Probability of Default Ratings from Moody's Investors Service. As reported by the Troubled Company Reporter on April 3, 2012, Moody's explained that the Caa2 corporate family rating reflects Hovnanian's elevated debt leverage weak gross margins, continued operating losses, negative cash flow generation, and Moody's expectation that the conditions in the homebuilding industry over the next one to two yeas will provide limited opportunities for improvement in the company's operating and financial metrics. The ratings also consider Hovnanian's negative net worth position, which Moody's anticipates will be further weakened by continuing operating losses and impairment charges. At the same time, the ratings are supported by the company's lack of financial maintenance covenants and the absence of significant debt maturities until 2015. Moody's said the ratings could be lowered further if the company were to materially deplete its cash reserves either through sharper-than-expected operating losses or through a substantial investment or other transaction. As reported by the TCR in November 2011, Fitch Ratings raised the Issuer Default Rating of Hovnanian to 'CCC' from Restricted Default. Fitch lowered Hovnanian's IDR to RD on Nov. 2, following the completion of the company's debt exchange offer, which Fitch viewed as a distressed debt exchange. Standard & Poor's Ratings Services also raised its corporate credit rating on Hovnanian to 'CCC-' from 'SD' (selective default). Hovnanian late last year completed a debt exchange offer, in which it exchanged $195 million of its seven series of senior unsecured notes for $141.8 million 5% senior secured notes due 2021 and $53.2 million 2% senior secured notes due 2021. HUDSON TREE: Can Borrow $2.53 Million From Bank 7 ------------------------------------------------- Judge Brenda T. Rhoades has authorized Hudson Tree Farm, Inc., to incur secured debt from Bank 7. The Debtor and Bank 7 will pay the new loan proceeds of $2,525,000 directly to AgriLand PCA immediately at closing. In addition to the Loan Proceeds, the principals of the Debtor will pay an additional $20,000 from funds that are not property of the bankruptcy estate to AgriLand. Prior to the Petition Date, the Debtor issued notes amounting to $2.5 million to AgriLand. The loan is secured by valid, perfected and enforceable liens, security interests and assignments of substantially all assets of the Debtor, which include the Debtor's real property, bank account, accounts receivables, equipment and inventory. About Hudson Tree Farm Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has been engaged in the business of growing and selling trees. The company is formerly known as Hudson & Williams Investments, Inc. Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-43633) on Dec. 5, 2011. Chief Judge Brenda T. Rhoades oversees the case. Bill F. Payne, Esq., at The Moore Law Firm, LLP, serves as the Debtor's counsel. In its schedules, the Debtor disclosed assets of $11.7 million and liabilities of $2.6 million. The petition was signed by Mark Hudson, president. HWI GLOBAL: To Get $150,000 Settlement Payment from USSAG --------------------------------------------------------- HWI Global, Inc., on April 9, 2012, received the executed Settlement Agreement and Mutual Release with United Securities of Switzerland AG for the sum of US$150,000 to be paid by USSAG to the Company no later than April 30, 2012, for breach of a Subscription Agreement previously entered into by the parties on July 14, 2011, in which the Company agreed to sell up to an aggregate of 2,857,142 common shares to (USSAG) a private non-U.S. investor for aggregate proceeds of up to $999,999. The proceeds were expected to be received in four tranches of $250,000, subject to certain conditions. The first tranche was scheduled to be received on Aug. 13, 2011, with additional tranches expected to follow in 90 day increments. With the final payment of US$68,750 on or about March 8, 2012, USSAG completed funding of the first tranche. USSAG failed to fund the second and third tranches, thereby breaching the Subscription Agreement. The Settlement Agreement and Mutual Release for the consideration of the sum of US$150,000 paid by USSAG to the Company, discharges USSAG from its funding obligations for the second and third tranches and mutually releases one and another including affiliated parent and subsidiary companies, and their employees, etc. A copy of the Settlement Agreement is available for free at: http://is.gd/CDhOwn About HWI Global HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey provider of cleanroom systems; designing, engineering, manufacturing, installing and servicing principal component systems for advanced cleanrooms. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $885,409 on $2.8 million of contract revenues earned, compared with net income of $4,326 on $2.7 million of contract revenues earned for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $1.1 million in total assets, $2.6 million in total current liabilities, and a stockholders' deficit of $1.5 million. As reported in the TCR on May 3, 2011, MaloneBailey, LLP, in Houston, expressed substantial doubt about IVT Software (now known as HWI Global)'s ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that the Company has suffered recurring losses from operations. ICG REAL ESTATE: Sec. 341 Creditors' Meeting Set for May 15 ----------------------------------------------------------- The U.S. Trustee in Detroit, Michigan, will convene a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of ICG Real Estate Advisors, LLC on May 15, 2012, at 2:00 p.m. at room 315 E, 211 W. Fort St. Bldg., in Detroit. Proofs of claim are due in the case by Aug. 13, 2012. ICG Real Estate Advisors, LLC, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 12-48896) in Detroit on April 9, 2012. Wayne, Michigan-based ICG estimated assets of $50 million to $100 million and debts of $10 million to $50 million. Judge Marci B. McIvor presides over the case. Kenneth A. Nathan, Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as counsel to 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. ICG Real Estate Advisors specializes in single tenant net lease real estate nationwide. IMH FINANCIAL: SEC Completes Investigation; No Action Taken ----------------------------------------------------------- Outside legal counsel to IMH Financial Corporation received a letter dated April 11, 2012, from the Los Angeles Regional Office of the United States Securities and Exchange Commission stating that it has completed its investigation of the Company and that it does not intend to recommend any enforcement action by the Commission. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. The Company reported a net loss of $35.19 million in 2011, a net loss of $117.04 million in 2010, and a net loss of $74.47 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $240.32 million in total assets, $75.07 million in total liabilities, and $165.25 million in total stockholders' equity. INNOVARO INC: Pender Newkirk Raises Going Concern Doubt ------------------------------------------------------- Innovaro, Inc., filed on April 11, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Pender Newkirk & Company LLP, in Tampa, Florida, expressed substantial doubt about Innovaro's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss during the year ended Dec. 31, 2011, and has an accumulated deficit of $76.5 million and has a working capital deficit of $1.24 million as of Dec. 31, 2011. The Company reported a net loss of $4.9 million on $14.9 million of revenue for 2011, compared with a net loss of $19.1 million on $13.1 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $20.8 million in total assets, $10.0 million in total liabilities, and stockholders' equity of $10.8 million. A copy of the Form 10-K is available for free at: http://is.gd/9ur6ev Tampa, Fla.-based Innovaro, Inc., provides a comprehensive portfolio of end-to-end innovation solutions primarily in the United States and the United Kingdom. In 2011, the Company reorganized into two new lines of business: Strategic Services and Technology Services. The strategic services segment enables the Company's clients to become more efficient by finding new avenues to grow, fighting commoditization, improving return on investment, transforming the organization, and removing barriers to innovation. The technology services business provides information to assist clients in gaining insights and making decisions. INNOVATIVE FOOD: Has Extension Agreement with Noteholders --------------------------------------------------------- Innovative Food Holdings, Inc., on April 6, 2012, entered into an Extension Agreement with certain holders of convertible notes issued by the Company, which are past due, and warrants issued by the Company, certain of which are set to expire shortly. The agreement provides for among other things: (i) the extension of notes held by those parties to be extended to Oct. 3, 2013; (ii) the waiver of any current defaults under those notes; (iii) an acknowledgement and agreement by the noteholders that upon execution of that Extension Agreement none of the notes are in default and, to the best knowledge of said parties, there are no existing breaches pursuant to the terms of any note or Subscription Agreement between the parties that would cause a default under any of the notes; and (iv) the extension of the expiration date of certain warrants held by those parties until April 3, 2015. A copy of the Extension Agreement is available for free at: http://is.gd/RbUJfi About Innovative Food Naples, Fla.-based Innovative Food Holdings, Inc., through its subsidiaries, provides perishables and specialty food products to the wholesale foodservice industry. The Company reported net income of $1.49 million in 2011, compared with a net loss of $2.11 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.42 million in total assets, $4.79 million in total liabilities, all current, and a $3.37 million total stockholders' deficiency. For 2011, RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses from operations since its inception and has a working capital deficiency. INTELSAT SA: Unit to Purchase 9 1/2 and 11 1/4 Senior Notes ----------------------------------------------------------- Intelsat S.A. announced that its subsidiary, Intelsat Jackson Holdings S.A., is amending the terms of its previously announced tender offer for its 9 1/2% Senior Notes due 2016. Intelsat Jackson is now offering to purchase for cash any and all of its $701,913,000 outstanding 9 1/2% Notes. The terms of Intelsat Jackson's previously announced tender offer for its 11 1/4% Senior Notes due 2016 remain unchanged. Intelsat Jackson has retained Goldman, Sachs & Co. to act as the dealer manager for each of the Tender Offers. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for each of the Tender Offers. Questions regarding either of the Tender Offers should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-0345 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll-free) or (212) 430- 3774 (collect). Intelsat S.A. previously announced that its subsidiary, Intelsat Jackson Holdings is commencing a tender offer to purchase for cash up to $310,000,000 aggregate principal amount of its $701,913,000 outstanding 9 1/2% Senior Notes due 2016 and a tender offer to purchase for cash up to $470,000,000 aggregate principal amount of its $1,048,220,000 outstanding 11 1/4% Senior Notes due 2016. Each Tender Offer is being made independently of the other Tender Offer. Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on Wednesday, April 25, 2012, will be eligible to receive total consideration of $1,039.17 per $1,000 principal amount of 9 1/2% Notes and $1,045.50 per $1,000 principal amount of 11 1/4% Notes, each of which includes an early tender payment of $30.00 per $1,000 principal amount of Notes tendered. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the applicable Tender Offer, at or prior to the Early Tender Time in order to be eligible to receive the total consideration, including the early tender payment. If the purchase of all validly tendered Notes of a series would cause the Company to purchase a principal amount greater than the applicable Tender Cap, then the relevant Tender Offer will be oversubscribed and Intelsat Jackson, if it accepts Notes in such Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. The Tender Offers are scheduled to expire at 12:00 midnight, New York City Time, on Wednesday, May 9, 2012, unless extended or earlier terminated by Intelsat Jackson. About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. The Company reported a net loss of $433.99 million in 2011, a net loss of $507.77 million in 2010, and a net loss of $782.06 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $17.36 billion in total assets, $18.45 billion in total liabilities, $1.14 billion total Intelsat S.A. shareholder's deficit, and $50.92 million noncontrolling interest. * * * Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. INTELSAT SA: Subsidiary to Offer $800 Million 7-1/4 Senior Notes ---------------------------------------------------------------- Intelsat S.A., announced that its subsidiary, Intelsat Jackson Holdings S.A., intends to offer $800,000,000 aggregate principal amount of 7 1/4% Senior Notes due 2020. The notes will be issued under the same indenture as Intelsat Jackson's existing 7 1/4% Senior Notes due 2020. Intelsat Jackson's obligations under the notes will be guaranteed by certain of its parent and subsidiary companies. The net proceeds from the sale of the notes are expected to be used by Intelsat Jackson to purchase up to $310,000,000 aggregate principal amount of its $701,913,000 outstanding 9 1/2% Senior Notes due 2016 and up to $470,000,000 aggregate principal amount of its $1,048,220,000 outstanding 11 1/4% Senior Notes due 2016, in each case that are validly tendered in connection with Intelsat Jackson's tender offers announced today, to pay related fees and expenses and for general corporate purposes. In addition, upon the pricing of the Intelsat Jackson notes offering, Intelsat S.A. expects to obtain agreements from certain financial institutions to provide unsecured term loan commitments sufficient to refinance in full its 6 1/2% Senior Notes due 2013 on or immediately prior to their maturity date, in the event that Intelsat S.A. does not otherwise refinance or retire the Intelsat S.A. Notes. These term loans will have a maturity of two years and the funding thereof is subject to various terms and conditions. Intelsat Jackson priced $1,200,000,000 aggregate principal amount of 7 1/4% senior notes due 2020 at an offering price of 101.75%, plus accrued and unpaid interest from April 15, 2012. The notes will provide an effective yield of 6.91%. The notes will be issued under the same indenture as Intelsat Jackson's existing 7 1/4% senior notes due 2020. Intelsat Jackson's obligations under the notes will be guaranteed by certain of its parent and subsidiary companies. About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. The Company reported a net loss of $433.99 million in 2011, a net loss of $507.77 million in 2010, and a net loss of $782.06 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $17.36 billion in total assets, $18.45 billion in total liabilities, $1.14 billion total Intelsat S.A. shareholder's deficit, and $50.92 million noncontrolling interest. * * * Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. INTELSAT JACKSON: S&P Keeps 'B' Rating on $1.8-Bil. Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services' ratings on Intelsat Jackson Holdings S.A.'s 7.25% senior notes due 2020 remain unchanged following the company's proposed $800 million tack-on to the offering. "The issue-level rating on the notes offering remains at 'B' with a recovery rating of '3', indicating our expectation that lenders would receive meaningful (50%-70%) recovery in the event of a payment default. The proposed notes would be guaranteed by certain subsidiaries of Intelsat Jackson," S&P said. "Concurrent with this proposed issuance, Intelsat plans a tender offer for up to $470 million of the Intelsat Jackson 11.25% senior notes due 2016 (which are not guaranteed by its subsidiaries) and up to $310 million of the Intelsat Jackson 9.5% senior notes due 2016 (which are guaranteed by certain subsidiaries of Intelsat Jackson). The company expects to use the proceeds from the new debt offering to finance these tenders. We have previously said that the company has the capacity to refinance the entire Intelsat Jackson 11.25% senior notes with guaranteed Jackson debt and still retain the 'B' issue-level ratings and '3' recovery ratings on the guaranteed Jackson unsecured debt," S&P said. "The proposed transactions, if completed, would not affect our financial risk assessment on Washington, D.C.-based parent Intelsat Global S.A., which remains 'highly leveraged.' The 'B' corporate credit rating and stable outlook also remain unchanged," S&P said. RATINGS LIST Intelsat Jackson Holdings S.A. Corporate credit rating B/Stable/-- $1.8B 7.25% sr nts due 2020 B Recovery rating 3 IVANHOE ENERGY: Reports $25.3-Mil. Net Loss in 2011 --------------------------------------------------- Ivanhoe Energy Inc. filed on March 15, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Deloitte & Touche LLP, in Calgary, Canada said that as of Dec. 31, 2011, the Company had an accumulated deficit of $298.5 million, and working capital of $30.7 million, excluding assets held for sale and derivative financial liabilities, and during the year ended Dec. 31, 2011, cash used in operating activities was $26.2 million and the Company expects to incur further losses in the development of its business. These conditions indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $25.3 million on $38.0 million of revenue for 2011, compared with a net loss of $26.6 million on $21.9 million of revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $413.7 million in total assets, $99.6 million in total liabilities, and stockholders' equity of $314.1 million. A copy of the Form 10-Q is available for free at: http://is.gd/oFhHpD Vancouver, Canada-based Ivanhoe Energy Inc. is an independent international heavy oil development and production company focused on pursuing long term growth in its reserve base and production using advanced technologies, including its HTL(TM) technology. Core operations are in Canada, Ecuador, China and Mongolia, with business development opportunities worldwide. JOHN D OIL: Sec. 341 Creditors' Meeting Set for May 11 ------------------------------------------------------ The U.S. Trustee in Erie, Pa., will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of John D. Oil & Gas Co. on May 11, 2012, at 1:00 p.m. at Room B110, U.S. Courthouse, 17 South Park Row, in Erie. Objection to dischargeability of certain debts are due July 10, 2012. Proofs of claim are due by Aug. 9, 2012. About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Hudson, Ohio-based Jo-Ann Stores Inc. and revised the outlook to positive from stable. "At the same time, we affirmed the 'B+' (one notch above the corporate credit rating) issue-level rating on the company's $650 million senior secured term loan B facility due 2018. The recovery rating is '2', indicating our expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. We also affirmed the 'CCC+' (two notches below the corporate credit rating) issue-level rating on the company's $450 million senior unsecured notes due 2019. The recovery rating is '6', indicating our expectation of negligible (0% to 10%) recovery for note holders in the event of a payment default," S&P said. "The rating action reflects Standard & Poor's Ratings Services' forecast that Jo-Ann Stores Inc.'s recent financial ratio improvement from sales growth and margin expansion can continue, even in a low-growth economy," said Standard & Poor's credit analyst Brian Milligan. "Our positive rating outlook reflects our expectation that recent financial ratio improvement can continue even in a low-growth economy, with the possibility for ratios to reach levels that indicate an aggressive financial risk profile within the next 12 months," S&P said. "We could raise our ratings if positive operating performance trends continue and it becomes clear that financial ratios will improve to levels indicating an aggressive financial risk profile, including operating lease-adjusted total debt to EBITDA reaching the low-5x area and funds from operations to total debt exceeding 15%. Based on last fiscal year's fourth-quarter results, EBITDA would have to increase nearly 20% for leverage to reach the low-5x area and FFO would have to increase about 15% for FFO to total debt to exceed 15%," S&P said. "We could revise our outlook to stable if positive operating performance trends reverse, causing financial ratio improvement to stall or worsen and leading us to revise our forecast to reflect financial ratios remaining firmly within levels indicative of a highly leveraged financial risk profile, including operating lease-adjusted total debt to EBITDA remaining near 6x and FFO to total debt decreasing to about 12%. Based on last fiscal year's fourth-quarter results, EBITDA growth would have to remain flat for leverage of about 6.0x and FFO would have to decrease 9% for FFO to total debt of about 12%," S&P said. JOHN D OIL: Can Employ Walthall Drake as Accountants ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania has authorized Great Plains Exploration LLC to employ James E. Sprague and Walthall, Drake & Wallace, LLP, as its accountants to assist the Debtor by providing advise on financial and tax matters, as well as preparing certain tax returns, reports and calculations. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. JOHN D OIL: Can Employ Maloney & Novotny as Auditors ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania has authorized John D. Oil & Gas Co. to employ Peter Szendrey and Maloney & Novotny LLC as auditors. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. JOHN D OIL: Great Plains Can Access RBS Cash Collateral Thru July ----------------------------------------------------------------- Chief Judge Thomas P. Agresti has authorized Great Plains Exploration LLC to use the cash collateral of prepetition lender, RBS Citizens, N.A., dba Charter One, in accordance with a budget, up to July 31, 2012. The Debtor may exceed any line item in the Budget, so long as the aggregate amount of the variance on the Budget for any week on a rolling net basis is not exceeded by more than 10%. The cash collateral constitutes revenues from the production, drilling, and sale of oil to fund general operations, including, wages, taxes, insurance payments and maintenance costs, while in Chapter 11 proceedings. The revenues constitute RBS's cash collateral. As adequate protection, the Court said the Lender is granted replacement liens on all of the Debtor's property. As additional adequate protection, the Debtor will pay the Lender amounts specified under "RBS Interest" in the Budget. The Lender will also be entitled an allowed superpriority claim which will be subordinate to and subject to a $25,000 Carve-Out for payment of U.S. Trustee, Court, and professional fees. A copy of the cash collateral budget is available for free at: http://bankrupt.com/misc/JOHNDOIL_cashcollbudget.pdf In August 2007, Oz Gas and Great Plains executed and delivered to RBS a Revolving Credit Note for $25 million. Oz Gas and Great Plains granted RBS a security interest in their assets, including accounts; inventory; fixed collateral, including, but not limited to, machinery and equipment, producing wells, undeveloped oil and gas properties, and related sales contracts. In March 2008, John D. and Richard M. Osborne executed and delivered to RBS an Amended and Restated Revolving Credit Note for $9.5 million. John D. granted RBS a security interest in their assets. On June 18, 2010, Oz Gas and Great Plains, along with other non- debtor parties including Richard M. Osborne and The Richard M. Osborne Trust, entered into a Forbearance Agreement with RBS pursuant to which RBS agreed to forbear from enforcing its rights and remedies under the loan agreements until July 1, 2011. RBS claims that the Forbearance Agreement expired on July 1, 2011, and the lines of credit have not been paid off. Notwithstanding the expiration date, Great Plains said all required payments under the Forbearance Agreement were made as agreed. On Nov. 21, 2011, at the request of RBS, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089- CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Order Appointing Receiver was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. RBS claims that the total balance due and owing on the Oz/GP Note and the John D. Note is roughly $30 million. About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). Judge Thomas P. Agresti oversees the cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. KHAN RESOURCES: Receives TSX Delisting Notice --------------------------------------------- Khan Resources Inc. on April 12 disclosed that it has received a notice from the Toronto Stock Exchange that the TSX has decided to delist the Company's securities effective at the close of market on May 11, 2012. The TSX has determined that the Company has failed to meet the continued listing requirements of the TSX, on the basis of its determination that the Company: 1) has ceased to be actively engaged in ongoing business, 2) discontinued or divested a substantial portion of operations, 3) did not spend at least $350,000 on exploration and/or development work in the most recent year, and 4) has discontinued or materially changed the nature of its business. These determinations are as a result of the Company putting its Dornod uranium project in Mongolia on a care and maintenance status and initiating an international arbitration action for US$200 million in January 2011 against the Government of Mongolia and its state-owned uranium company, MonAtom LLC. Trading in the Company's common shares will continue on the TSX for 30 days before delisting. The Company is pleased to announce that its common shares have been conditionally approved for trading on the Canadian National Stock Exchange. While there can be no assurance that the CNSX listing will be completed prior to the TSX delisting, the Company is hopeful the formal approval by the CNSX will be completed in the near future and there will be no disruption to trading in Khan shares during the change-over. The Company will inform shareholders of the details of the transition when determined. Khan Resources Inc. engages in the acquisition, exploration, and development of uranium properties in Mongolia. LANDRY'S INC: Moody's Rates $400MM Sr. Unsec. Notes '(P)Caa1' ------------------------------------------------------------- Moody's Investors Service assigned a (P)B1 rating to Landry's Inc.'s proposed $1.2 billion bank credit facility and a (P)Caa1 (LGD 5, 87%) to its proposed $400 million senior unsecured notes due 2020. Moody's also affirmed the B2 Corporate Family Rating and Probability of Default Rating of Landry's Holdings, Inc. (Landry's Holdings). All other ratings of Landry's Holdings and Landry's were affirmed. In addition, the outlook was changed to stable from negative. Ratings Rationale Despite the incremental increase in funded debt to provide a dividend to Landry's parent company the stabilization of the outlook reflects Moody's view that Landry's will successfully integrate recent acquisitions and that earnings and debt protection metrics will continue to improve as management focuses on reducing costs. The outlook also acknowledges that credit metrics will be very weak at the close of the transaction but are expected to materially improve over the intermediate term as a full year of earnings from recent acquisitions and cost saving initiatives are fully realized. However, in the event cash outflows, particularly for dividends or capital expenditures, were to exceed Moody's current expectations, the stable outlook could be revisited. The outlook also expects that liquidity will remain adequate. The B2 Corporate Family Rating reflects the company's relatively high leverage and modest coverage, soft consumer spending environment that will continue to pressure earnings and aggressive financial policies. The ratings also reflect the company's adequate liquidity, material scale, and the solid brand value of its various restaurant concepts. Proceeds from the proposed $1.2 billion bank facility along with $200 million of proceeds from the senior unsecured notes will be used to refinance all outstanding debt at Landry's Holdings, Landry's and Fertitta Morton's Restaurants, Inc. In addition, approximately $200 million of proceeds from the senior unsecured notes will be used to fund a dividend to the parent company of Landry's to be used for general corporate purposes. Once the proposed transaction is complete all of the companies restaurant concepts -- including McCormick & Schmicks, Morton's, and Claim Jumper some hotels and amusement assets will be held by Landry's Inc., the borrower under the proposed credit agreement. 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 Landry's Inc.'s first lien term loan and revolver and a Caa1 (LGD 5, 87%) will be assigned to the unsecured notes. At the same time, all ratings of Landry's Holdings will be withdrawn and a B2 Corporate Family Rating and Probability of Default Rating will be assigned to Landry's Inc. with a stable outlook. In addition, the existing ratings and outlook for Fertitta Morton's Restaurants, Inc. will be withdrawn upon repayment in full of all outstanding debt as outlined in the Landry's transaction documents. Ratings affirmed are: Landry's Holdings, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2 $110 million senior secured notes, due 2014 at Caa1 (LGD 5, 87%) The outlook is stable. Landry's Inc $100 million guaranteed senior secured 1st lien revolver due 12/15/2014, at Ba2 (LGD 1, 9% ) $187 million guaranteed senior secured 1st lien term loan due 12/15/2014, at Ba2 (LGD 1, 9%) $540 million senior secured 2nd lien notes, due 12/01/2015 at B3 (LGD 4, 62%) SGL-3 Speculative Grade Liquidity rating Fertitta Morton's Restaurants Inc. Corporate Family Rating at B3 Probability of Default Rating at Caa1 $15 million guaranteed senior secured revolver due 2016, at B2 (LGD 2, 28% ) $200 million senior secured term loan, due 2017 at B2 (LGD 2, 28%) The outlook is stable. Ratings assigned are: Landry's Inc. $200 million guaranteed senior secured revolver due 2017, rated (P)B1 (LGD 3, 34% ) $1.0 billion guaranteed senior secured term loan B due 2017, rated (P)B1 (LGD 3, 34%) $400 million guaranteed senior unsecured notes due 2020, rated (P)Caa1 (LGD 5, 87%) Given the significant amount of integration risk, higher debt levels, and soft consumer spending a higher rating over the intermediate term is unlikely. However, factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends and lower costs. Specifically, an upgrade would require debt to EBITDA below 4.5 times and EBITA coverage of interest above 2.0 times. Factors that could result in a downgrade include a deterioration in operating performance or an inability to continuously reduce financial leverage below 6.0 times and improve coverage. Specifically, a downgrade could occur if debt to EBITDA exceeded 6.0 times or EBITA to interest fell below 1.5 times on a sustained basis. The principal methodology used in rating Landry's Inc. was the Global Restaurants 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. Landry's Inc. owns and operates mostly casual dining restaurants under the trade names Landry's Seafood House, Chart House, Saltgrass Steak House, Rainforest Caf�, Bubba Gump, and McCormick & Schmicks. Landry's Holdings, Inc. is a holding company which owns the Fertitta Group -- the legal entity which owns Landry's Inc. and Fertitta Morton's Restaurants, Inc. Landry's Inc. also owns and operates the Golden Nugget hotel and casino in Las Vegas, Nevada. Annual revenue of the restaurant group is approximately $2.0 billion. LANDRY'S INC: S&P Rates Proposed $400M Sr. Unsecured Notes 'CCC+' ----------------------------------------------------------------- Standard & Poor's Ratings Services said its existing ratings on Houston-based Landry's Inc. will remain unchanged, following the company's announcement to issue new senior unsecured notes and change certain terms and conditions on its proposed bank credit facilities. "We assigned our 'CCC+' issue-level rating and a '6' recovery rating to the company's proposed $400 million senior unsecured notes due 2020. The '6' recovery rating reflects our expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default," S&P said. "The company also announced changes to its proposed bank credit facilities. These changes include reducing the revolving credit facility by $50 million to $200 million, increasing the term loan B by $50 million to $1 billion, and eliminating the $200 million term loan A. The 'B+' issue-level and '2' recovery ratings on the bank credit facilities remain unchanged. The recovery rating of '2' indicates our expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default," S&P said. "The corporate credit rating on Landry's is 'B' and the rating outlook is stable. The 'B' rating continues to reflect our view of Landry's financial risk profile as 'highly leveraged.' With the additional senior unsecured notes, we anticipate pro forma leverage of nearly 6x and funds from operations to debt of about 9%. In our base-case forecast that incorporates 2% same-store sales and debt reduction with about half of excess cash flows, we see leverage declining to the low-5x area and funds from operations to debt of 12%, which are in line with levels indicative of the 'B' rating," S&P said. LARSON LAND: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Larson Land Company, LLC fka Select Onion Co., LLC P.O. Box 1010 Ontario, OR 97914 Bankruptcy Case No.: 12-00820 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court District of Idaho (Boise) Judge: Terry L. Myers Debtor's Counsel: Brent T. Robinson, Esq. ROBINSON, ANTHON & TRIBE P.O. Box 396 Rupert, ID 83350 Tel: (208) 436-4717 E-mail: btr@idlawfirm.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Farrell Larson, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ConAgra Foods, Inc. -- $41,598,201 One ConAgra Drive Omaha, NE 68102 Larson Skyline Farms Other Debt $7,748,101 4395 Heinz Boulevard Ontario, OR 97914 ConAgra Foods Personal Loan $5,000,000 One ConAgra Drive Omaha, NE 68102 Zions Bank Personal Loan $3,000,000 One South Main Street Salt Lake City, UT 84133 Internal Revenue Service Income Tax $509,371 P.O. Box 9941 Ogden, UT 84409-0941 Peoples Capital Leasing Personal Loan $282,644 255 Bank Street, 4th Floor Waterbury, CT 06702 Forum Financial Services Other Debt $270,523 275 West Campbell Road, Suite 320 Richardson, TX 75080 Forum Financial Services Personal Loan $270,523 275 West Campbell Road, Suite 320 Richardson, TX 75080 Oregon Department of Revenue Other Tax $225,577 Idaho Package Company Other Debt $199,346 Kelomar Inc. Other Debt $171,625 Murakami Produce Other Debt $160,192 Arden's Industrial Floor Other Debt $157,424 Wells Fargo Equipment Other Debt $150,000 Idaho Power Utility Bill $84,307 Williams Kastner & Gibbs Legal Bill $82,332 Rose City Printing Personal Loan $80,186 J&S Financial Corp Other Debt $78,000 HB Specialty Foods Other Debt $77,173 Cascade Natural Gas Utility Bill $58,647 LIBORIO MARKET: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Liborio Market, Inc. dba Liborio Markets 171 S. Hudson Avenue Pasadena, CA 91101 Bankruptcy Case No.: 12-23254 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Alejo Markets, Inc. 12-bk-23270 A&A Ontario Market, Inc. 12-bk-23271 Alejo Grocers, Inc. 12-bk-23273 Liborio Markets #5, Inc. 12-bk-23275 Liborio Markets #7, Inc. 12-bk-23276 Liborio Markets #8, Inc. 12-bk-23277 Liborio Markets #10, Inc. 12-bk-23278 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: David B. Golubchik, Esq. LEVENE NEALE BENDER RANKIN & BRILL LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: dbg@lnbrb.com Lead Debtor's Estimated Assets: $100,001 to $500,000 Lead Debtor's Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by John Alejo, authorized agent. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Unified -- $323,576 P.O. Box 60064 City Of Industry, CA 91716 Meatco Provisions Inc. -- $94,190 4901 S. Boyle Avenue Vernon, CA 90058 Western Union -- $80,917 P.O. Box 6996 MS M22A2 Greenwood Village, CO 80155 Rockview Farms -- $78,752 AA Ranch -- $70,059 HB Poultry Inc. -- $62,441 Peitzman Weg LLP -- $49,309 Pan-American Banana -- $42,587 Blue Cross of America -- $41,879 Coca Cola Bottling Company Co. -- $32,586 Casa Lupe -- $25,018 J&C Tropicals -- $22,883 Mission Foods Products -- $19,787 Ace Beverage Co. -- $19,580 Cacique Dist USA -- $18,522 EG Distributors -- $17,000 Cargill Food Dist -- $13,354 C&F Foods -- $14,785 The Marguiles Law Firm -- $14,585 Lawrence Wholesale -- $14,116 LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which LightSquared Inc. is a borrower traded in the secondary market at 45.55 cents-on- the-dollar during the week ended Friday, April 13, 2012, a drop of 0.28 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays F+1200 basis points to borrow under the facility. The bank loan matures on Oct. 1, 2014. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About LightSquared Inc. LightSquared Inc. -- http://www.lightsquared.com/-- is a company that plans to develop a wholesale 4G LTE wireless broadband communications network integrated with satellite coverage across the United States. But the plan hit a roadblock when the U.S. military and others complained that the planned service would disrupt global positioning system equipment. Potential Bankruptcy Filing In April 2012, Harbinger Capital Partners' Phil Falcone said he is considering seeking bankruptcy protection for LightSquared Inc. A bankruptcy filing is "one of the options I am considering," the hedge fund manager said in an e-mail to Dow Jones, saying it's the "best way" for him to maintain control of the company. "Spectrum value does not decrease in bankruptcy," he said. LIZHAN ENVIRONMENTAL: UHY Vocation Raises Going Concern Doubt ------------------------------------------------------------- Lizhan Environmental Corporation filed on April 12, 2012, its annual report on Form 20-F for the fiscal year ended Sept. 30, 2011. UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial doubt about Lizhan Environmental's ability to continue as a going concern. The independent auditors noted that the Company has a working capital deficiency of approximately $6.3 million and used approximately $8.6 million of cash for operations. The Company reported net income of $1.43 million on $36.34 million of revenues for fiscal 2011, compared with net income of $8.16 million on $46.32 million of revenues for fiscal 2010. The Company's balance sheet at Sept. 30, 2011, showed $64.55 million in total assets, $36.04 million in total liabilities, and stockholders' equity of $28.51 million. A copy of the Form 20-F is available for free at: http://is.gd/oTM8kU Lizhan Environmental Corporation is a holding company and, through its subsidiaries, primarily engages in the manufacture, distribution and marketing of synthetic leather and other fabrics which are used in the production of residential and office furniture, garments and automotive upholstery products. LOS ANGELES DODGERS: Court Confirms Exit Plan & $2.15-Bil. Sale --------------------------------------------------------------- The Bankruptcy Court in Wilmington, Delaware on Friday confirmed the Second Amended Joint Plan of reorganization for the Los Angeles Dodgers LLC and its debtor-affiliates and approved the $2.15 billion sale of the baseball club and Dodger Stadium to Guggenheim Baseball Management. Judge Kevin Gross held that the Second Amended Plan, filed on April 6, is feasible and the proceeds from the sale will be sufficient to satisfy all of the Debtors' obligations under the Plan, including the obligation to create reserves and the Reorganized Debtors' post-confirmation obligations to pay for the costs of administering and fully consummating the Plan. Judge Gross also said the Reorganized Debtors will have an adequate means for meeting their obligations under the assumed executory contracts and unexpired leases. The Dodgers and (former owner) Frank McCourt unveiled the deal with Guggenheim on March 28, 2012. The buyers will acquire the team for $2 billion. Mr. McCourt and certain affiliates of the purchasers will also be forming a joint venture, which will acquire the parking lots at Dodgers Stadium for an additional $150 million. The Debtors expect to emerge from their chapter 11 bankruptcy reorganization cases on April 30, 2012. The Plan pays all creditors in full, with the excess going to Mr. McCourt. The buyers consist of partner Mark Walter of Guggenheim Partners, former Los Angeles Lakers basketball player Magic Johnson, longtime baseball executive Stan Kasten, Los Angeles entertainment executive Peter Guber, and investors Bobby Patton and Todd Boehly. Ken Gurnick, writing for Major League Baseball's MLB.com, reports that Judge Gross approved the sale over the League's objections related to desired time for reasonable review of details. MLB had said it needed "reasonable time" to review documents from the sale and a right to remedy -- to the point of vacating -- Judge Gross' confirmation of the sale if documents yet to be produced are found to be in violation of MLB rules and regulations or contrary to information provided when owners approved the Guggenheim bidding group. Judge Gross, however, said all requirements of the bankruptcy process and settlement agreement between the Dodgers and MLB were fully met, and any further disputes would be resolved post-confirmation. According to the report, MLB expressed concern about the control of the Dodger Stadium parking lots. "We don't think it's fair to put the league in the position of having documents jammed down it and the ability to perform its job to the 29 other teams be compromised," MLB lawyer Thomas Luria, Esq., said, the report notes. MLB seeks a three-day window to review documents it has not yet received. "We may have a problem with this deal closing," Mr. Luria said. Mr. Gurnick relates Judge Gross admitted he was blindsided by the late dispute. "I had no idea," he said. "I thought this would be a celebratory-type occasion." The report also relates MLB attorneys also voiced concern over the continued participation of mediator, and retired judge, Joseph Farnan, who has resolved numerous conflicts throughout the bankruptcy. Judge Gross said Judge Farnan's jurisdiction would remain intact regarding the settlement agreement, but not baseball business matters outside the agreement. Mr. Gurnick recounts that a document was submitted earlier to the court outlining control of the parking lots, but the Dodgers had requested it be kept under seal. The Los Angeles Times objected to sealing the document, and the Dodgers responded by withdrawing it Friday. Judge Gross overruled the Times' objection and allowed the document to be withdrawn. Dodgers attorney Bruce Bennett, Esq., said in court that the 52-page document is still being revised but will become part of the public record when it is completed. Mr. Gurnick also reports Judge Gross granted an objection by the Dodgers to an attempt by Jamie McCourt to put in a creditor claim for her $131 million divorce settlement with former husband Frank McCourt. The Court held that only various Dodgers business entities are subject to the bankruptcy proceedings, not Mr. McCourt personally. The report relates Jamie McCourt has been assured by Mr. McCourt's attorneys through court filings that she will be paid by April 30, the date the divorce agreement calls for and the date by which the Dodgers sale must close. Dodgers attorney Sidney Levinson, Esq., said Friday the sale will close "prior to April 30." Mr. Gurnick also relates FOX Sports withdrew its objection to the sale because the new owners pledged that Time Warner, a FOX competitor, was not a partner or investor of the purchasing group and had no agreement with the purchaser for a new Dodgers television contract. FOX holds Dodgers cable rights through the 2013 season. The Confirmation Order provides that Time Warner is not a partner or investor in Guggenheim, and no agreements have been reached with Time Warner to telecast Dodgers games for the 2014 MLB season or beyond. The Order also held that the Reorganized Debtors will continue to perform their obligations under the collective bargaining agreements with the MLB players association as well as players', former players' and announcers' individual contracts assumed pursuant to the Plan. At Friday's hearing, according to Mr. Gurnick, Judge Gross said, "I congratulate Mr. McCourt, who was able to see the big picture, and $2 billion is a very big picture." The judge also said, "I hope this will bring a very refreshing air to baseball in Los Angeles, which I have said before is a franchise of mythical proportions. I'd like to have seen in the documents that they can't sign Cole Hamels. I didn't see it, but I may insert it." Mr. Gurnick notes Judge Gross' baseball-tinged humor only came at the conclusion of what turned into a day-night hearing that concluded at 9 p.m. ET, only three hours before a deadline needed to assure the club would change hands by April 30. In light of the sale price, the Los Angeles Times has noted that after payment of the $131 million divorce settlement with his ex- wife and repayment of a $150 million bankruptcy financing loan to MLB, Mr. McCourt would have about $1.3 billion. After taxes, legal fees and other obligations, Mr. McCourt is expected to clear close to $1 billion on the sale. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimated assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the Dodgers is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. LUMBER PRODUCTS: Files for Chapter 11 in Oregon ----------------------------------------------- Washington, Oregon-based Lumber Products filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012. The Debtor has filed an application to employ Sussman Shank LLP as counsel. The Debtor estimated assets and debts of $10 million to $50 million. 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. LUMBER PRODUCTS: Hearing Today on Cash Use, Trustee Appointment --------------------------------------------------------------- Lumber Products is scheduled to appear before the Bankruptcy Court Monday afternoon at 1:30 p.m. to seek interim permission to use cash collateral. Lumber Products said it has immediate need of $1,041,000 to fund payroll and other expenses to preserve assets of the estate. At today's hearing, the Court is also slated to rule on a joint request by the Debtor and its primary secured creditor, Wells Fargo Bank, National Association, for the voluntary appointment of a Chapter 11 Trustee to oversee the Debtor's case. Both the Debtor and the lender noted that the Company has operations and assets in many locations in other states and numerous employees and a Chapter 11 trustee is necessary under the circumstances presented in the case to ensure the protection and preservation of those assets after the bankruptcy filing. Lumber Products is a wholesale distributor of wood products to retailers throughout the Western United States with a headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products employs roughly 270 employees in these locations, roughly 21 of whom are union employees. For the past four years, the Debtor has experienced financial difficulties and significant liquidity problems which have increased over the past 18 months. Despite the Debtor's efforts to reorganize with the assistance of competent turnaround professionals they have been unable to address these issues with Wells Fargo's consent outside of a formal court process and have suffered continuing significant losses. The Debtor owes Wells Fargo in excess of $22.8 million, exclusive of obligations arising from the termination of any swap agreement and any cash that Wells Fargo is holding which has not been applied. The Wells Fargo debt arise from various loans to Lumber Products including a now-terminated Line of Credit, three terms loans, certain commercial credit card obligations and interest rate swap agreements. The Wells Fargo Loans are secured by a first position, perfected personal property security interest in substantially all of the Debtor's assets, with the exception of certain rolling stock, as well as three parcels of the Debtor's real property. The Debtor has prepared a budget which reflects its estimated and immediate postpetition operating needs through April 27, 2012. Subject to the appointment of a Chapter 11 Trustee, Wells Fargo has agreed pursuant to the terms of a Stipulated Order, which proposes to adequately protect Wells Fargo's interests in the Cash Collateral to the extent of any diminution in value of the Cash Collateral through: (i) the granting of a replacement lien and security interests in the Debtor's post-petition assets, and (ii) the maintenance of insurance of the assets against loss, theft, destruction, and damage to all property in which Wells Fargo holds liens. The Replacement Liens will be in addition to all other security interests and liens securing the Wells Fargo Obligations in existence on the Petition Date. Wells Fargo reserves the right to seek additional adequate protection in connection with the final hearing on the use of cash collateral. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on on April 11, 2012. Judge Elizabeth L. Perris over the case. Robert L. Carlton, Esq., Sussman Shank LLP, serves as counsel to the Debtor. Attorneys for Wells Fargo Bank, National Association are: Mary Jo Heston, Esq. Skyler M. Tanner, Esq. LANE POWELL PC 601 SW Second Avenue, Suite 2100 Portland, Oregon 97204-3158 Telephone: 503-778-2100 Facsimile: 503-778-2200 E-Mail: hestonm@lanepowell.com tanners@lanepowell.com MARITIME TELECOMMUNICATIONS: S&P Affirms 'B' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Miramar, Fla.-based Maritime Telecommunications Network Inc. (MTN) to negative from positive. "At the same time, we affirmed all other ratings, including the 'B' corporate credit rating," S&P said. "The outlook revision reflects our expectation that revenue and EBITDA will decline substantially in 2013 after the company disclosed that its contract with a major cruise line operator will not be renewed when it expires at the end of 2012," said Standard & Poor's credit analyst Allyn Arden. "We believe it lost the contract because of a competitive bid, which in our view increases the risk that substantial pricing pressure or additional customer losses could occur when contracts with other cruise line operators come up for renewal." "Incorporating the loss of the contract, we expect that operating lease-adjusted leverage could approach 5.5x by the end of 2013 from about 4.7x as of Dec. 31, 2011. As a result, we are revising our financial risk profile assessment on the company to 'highly leveraged' from 'aggressive.' We had previously expected leverage to approach 4x by 2012, which would have supported an upgrade, given our current 'weak' business risk profile assessment," S&P said. "The rating outlook is negative and reflects our expectation that revenue and EBITDA will decline in 2013, despite somewhat favorable trends in other business lines, such as government, yachts, and aviation. We could lower the ratings if the company is not able to retain existing cruise line customers or is forced to negotiate less favorable terms when contracts come up for renewal, resulting in leverage rising to 6x. Although unlikely in the near term, we could revise the outlook to stable if MTN is able to profitably grow other business segments sufficiently enough to offset weaker performance in the cruise segment, such that leverage remains in the 5x area," S&P said. MASTEC INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Coral Gables, Fla.-based MasTec Inc. to 'BB' from 'BB-'. The rating outlook is stable. "At the same time, we raised our senior unsecured issue-level ratings to 'BB-'. The recovery rating remains a '5' reflecting our expectations for modest (10%-30%) recovery of principal in the event of default," S&P said. "The upgrade reflects our view of specialty engineering and construction contractor MasTec's improved prospects for cash generation from a return to around double-digit EBITDA margins over the next two years, backed by a supportive financial policy,' said Standard & Poor's credit analyst Nishit Madlani. We expect favorable year-over-year growth prospects in the company's wireless (post the renewal of its AT&T contract), wireline (partly driven by the federal government's rural broadband stimulus) and in its electrical transmission (amidst a better pricing environment) end-markets. In addition, we believe that, despite our expectation for small- to medium-sized sized acquisitions, management's stated financial policy will result in credit measures commensurate with the 'BB' rating; EBITDA margins likely will approach 10%, which should help MasTec keep leverage at well below 3.0x over the next two years," S&P said. "The ratings on MasTec reflect the company's 'significant' financial risk profile and its 'weak' business risk profile, reflecting its exposure to cyclical end markets, primarily the telecom and utilities industries, and significant customer concentration," S&P said. "MasTec should remain one of the 10 largest specialty engineering and construction contractors in the U.S., with annual revenues of over $3 billion in 2012. It operates nationally, but is concentrated in the southeastern U.S. Its core activities are the engineering, construction, installation, maintenance, and upgrade of communications and utility infrastructures," S&P said. MCJUNKIN RED: S&P Puts 'B' Corp. Credit Rating on Watch Positive ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on McJunkin Red Man Corp., including the 'B' corporate credit rating, on CreditWatch with positive implications. "The CreditWatch listing indicates a one-in-three likelihood that we will upgrade the company after completing our review," S&P said. "The positive CreditWatch placement reflects our expectation that the IPO of McJunkin Red Man Corp.'s parent, MRC Global Inc., will reduce the North American steel distributor's total debt if proceeds are used as indicated to repay approximately $350 million in borrowings on the company's asset-backed revolving credit facility," said Standard & Poor's credit analyst Gayle Bowerman. "We anticipate that total debt will approximate $1.26 billion on a pro forma basis, with leverage of about 4.5x based on 2011 EBITDA (reported on an LIFO basis), in comparison with 5.8x at year end. We also expect McJunkin's operating performance will continue to improve in 2012 as energy market demand for its pipes, valves, and fittings strengthens, particularly in the upstream and midstream sectors. As a result, we anticipate that EBITDA growth may reduce leverage metrics below 4x and that positive cash flow may strengthen the company's liquidity position by year end, both factors which may support a higher rating." "The current corporate credit rating reflects our view of McJunkin Red Man's 'weak' business risk profile and 'aggressive' financial risk profile. The company operates in a highly fragmented and competitive industry with cyclical end markets; volatile steel prices; and relatively slow inventory turnover, which can hurt profitability in periods of rapidly rising or falling prices. Still, the company maintains good geographic and customer diversity, a highly variable cost structure, and a large maintenance, repairs, and operations (MRO) revenue base, which, in our view, is a more stable source of cash flow," S&P said. "In resolving the CreditWatch listing, we will consider McJunkin Red Man's operating strategies, financial policies, and our outlook for market conditions to determine if the improvement in the company's credit metrics is sustainable. We expect to resolve the CreditWatch within 90 days. Any upgrade would likely be limited to one notch," S&P said. MF GLOBAL: Files New List of 50 Largest Unsecured Creditors ----------------------------------------------------------- MF Global Holdings Ltd. and its debtor affiliates filed with the Court a consolidated list of creditors holding the 50 largest unsecured creditors on March 20, 2012. Entity Nature of Claim Amount ------ --------------- ------ JPMorgan Chase Bank, N.A., Revolving Credit $1,200,875,000 as Administrative Agent 383 Madison Ave. New York, NY 10179 Tel: (212) 622-5986 Wilmington Trust, N.A., as Bond Debt $325,000,000 Indenture Trustee for the 6.250% Notes due Aug. 8, 2016 Attention: Julie J. Becker Corporate Client Services 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402-1544 Drop Code: 7100/Minnesota Tel: (612) 217-5628 Fax: (612) 217-5651 Wilmington Trust, N.A., as Bond Debt $325,000,000 Indenture Trustee for 3.375 % Notes due August 1, 2018 Wilmington Trust, N.A., as Bond Debt $287,500,000 Indenture Trustee for 1.875% Notes due February 1, 2016 Wilmington Trust, N.A., as Bond Debt $78,617,000 Indenture Trustee for 9% Notes due June 20, 2038 Banco Monex, SA Customer Account $8,187,441 Varsovia No. 36 50 Fiso Obligation Mexico City, 0660 Mexico Tel: (713) 877-8509 Fax: (713) 877 8381 E-mail: jbalcazar@monexusa.com UBS AG ISDA Counterparty $4,962,382 299 Park Avenue New York, NY 10171 Tel: (212) 713-2801 E-mail: deborah.white@ubs.com Headstrong Services, LLC Trade Payable $3,936,074 4035 Ridge Top Rd Ste 300 Fairfax, VA 22030 Tel: (703) 272-6700 Fax: (703) 272-2000 Citibank ISDA Counterparty $2,370,433 388 Greenwich Street New York, NY 10013 Tel: (212) 816-0852 E-mail: william.mandaro@citi.com Vigilant Futures LLC Customer Account $1,492,940 Two Prudential Plaza Obligation Suite 3500 Chicago, IL 60601 Tel: (514) 940-6206 E-mail: arv@vigilantfutures.com The Servicemaster Company ISDA Counterparty $1,410,508 960 Ridgelake Boulevard, A3 0018 Memphis, TN 38120 Tel: (901) 597-8847 Fax: (901) 597-8821 E-mail: marty.ketelaar@servicemaster.com Jonathan Bass Contractual $1,125,000 16 Madden Pl Performance Harrison, NY 10528 Oracle America Trade Payable $795,791 P.O. Box 71028 Chicago, IL 60694 Phone: 412-299-8855 Email: thomas.kijanka@oracle.com Maxum Petroleum Operating Co. ISDA Counterparty $794,524 20 Horseneck Lane Greenwich, CT 06830 Tel: (203) 861-1247 Fax: (203) 661-1865 E-mail: trading@maxumpetroleum.com Equity Office Trade Payable $750,374 P.O. Box 827652 Dept 16780 Philadelphia, PA 19182-7652 Email: adam.goldenberg@blackstone.com High Ridge Futures Fund LP Customer Account $686,171 123 W. St. Charles Road Obligation Lombard, IL 60148 Tel: (630) 691-8827 E-mail: 526mike@comcast.net, mjurkash@comcast.net Sullivan & Cromwell LLP Trade Payable $596,939 125 Broad St New York, NY 10004-2498 Tel: (212) 558-4000 Fax: (212) 558-3588 7 City Learning, Inc. Trade Payable $578,889 55 Broad Street 3rd Floor New York, NY 10004 Tel: (646) 943-6200 Fax: (212) 480-2974 Email: USAccounts@7city.com G Capital Management 3rd Party Commissions $543,197 34 Broad Street Payable 2nd Floor Red Bank, NJ 07701 E-mail: mgunewardena@gcapinv.com J E Meuret Grain Co. Inc. ISDA Counterparty $528,848 101 Franklin Street Brunswick, NE 68720 Tel: (402) 842-2515 Fax: (402) 842-3115 E-mail: jemeuretgrain@jemeuretgrain.com Crossfield Investments/Anello Customer Account $522,092 27 Farmhill Park Obligation Douglas, IM22EE Isle of Man E-mail: kris@crossfieldinvestments.com Arch Coal, Inc. ISDA Counterparty $465,000 One City Place Drive, Suite 300 St. Louis, MO 63141 Tel: (314) 994-2785 Fax: (314) 994-2739 E-mail: jflorczak@archcoal.com WTD Consulting, Inc. Trade Payable $391,388 39 S Lasalle Street Suite 1520 Chicago, IL 60603 Tel: (312) 332-9831 Fax: (708) 499-6439 Wachtell, Lipton, Rosen & Katz Trade Payable $388,000 51 W 52nd St New York, NY 10019 Tel: (212) 403-1000 Fax: (212) 403-2000 Ernst & Young Trade Payable $354,256 P.O. Box 96550 Chicago, IL 60693-6550 Broadgrain Commodities, Inc. Customer Account $350,000 133 Richmond Street, Obligation West Site 408 Toronto, Ontario M5H 2L3 Canada Tel: (416) 504-0070 E-mail: david.hanna@broadgrain.com Linklaters LLP Trade Payable $348,000 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 903-9000 Fax: (212) 903-9100 JV Kelly Group, Inc. Trade Payable $329,000 145 East Main Street Huntington, NY 11743 James Fredrick Kemp Contractual $327,273 265 Brushy Ridge Road Performance Obligation New Canaan, CT 06840 PricewaterhouseCoopers LLP Trade Payable $312,000 1177 Avenue of the Americas New York, NY 10036 Tel: (212) 596-8000 Fax: (813) 286-6000 Alpha Titans MF SPC Customer Account $311,617 Walker House Obligation 87 Mary Street George Town, KYI-9005 Grand Cayman Tel: (805) 879-1699 E-mail: john@alphatitans.com, kelly@alphatitans.com Dean Media Group Trade Payable $309,000 560 W Washington Blvd Ste 420 Chicago, IL 60605 CDW Direct LLC Trade Payable $290,163 P.O. Box 75723 Tel: (847) 371-5553 Chicago, IL 60675-5723 Email: kevicoh@cdw.com ForwardThink Group Inc. Trade Payable $278,825 112 Candido Ct Manalapan, NJ 07726 Tel: (646) 873-6530 Gabt Fund LP Customer Account $236,184 11111 Santa Monica Blvd. Obligation Suite 1850 Los Angeles, CA 90025 Tel: (310) 694-9203 Fax: kpelton@asgardadvisors.com Forteco Limited Customer Account $235,499 Libra House, 2nd Floor Obligation Suite 205 Nicosia, Cyprus E-mail: anthony@forteco.cc, office@forteco.cc The Gate Worldwide (S) Pte Ltd Trade Payable $229,739 11 E 26th St Fl 14 New York, NY 10010-1422 Fax: (212) 508-3543 52 Craig Rd Singapore 89690 Tel: (212) 508-3543 Cook Illinois Corp ISDA Counterparty $221,384 4845 W 167 Street Oak Forest, IL 60452 Tel: (708) 560-9840 Fax: (708) 560-0661 E-mail: CCrockett@cookillinois.com Southwest Georgia Oil Co, Inc. ISDA Counterparty $213,906 1711 East Shotwell Street Bainbridge, GA 39819 Tel: (229) 246-1553 x 166 Fax: (229) 246-2009 E-mail: kial@inland-stores.com The Yield Book, Inc. Trade Payable $208,600 P.O. Box 13755 Newark, NJ 07188-0755 Tel: (212) 816-7300 Email: billing@yieldbook.com Business Technology Trade Payable $205,906 Partners, Inc. 111 Broadway 18th Floor New York, NY 10006 Tel: (646) 442-4700 Fax: (646) 485-1801 Braxton Group LLC Trade Payable $172,325 7 Bridge View Dr New Fairfield, CT 06812 Tel: (203) 312-9200 BNP Cash Payable $171,586 787 7th Ave New York, NY 10019 Tel: (212) 841-2108 E-mail: sean.bradley@americas.bnpparibas.com Brazos Derivatives Co. Customer Account $162,700 4130 Hyde Park Dr. Obligation Sugarland, TX 77479 Tel: (281) 777-2151 Fax: (832) 550-2500 E-mail: victor.hendrix@brazosderivatives.com Archstone/Hackett Trade Payable $159,979 P.O. Box 33751 Hartford, CT 06150-3751 Tel: (305) 375-8005 Email: accountsreceivables@thehackettgroup.com Forum Group Trade Payable $154,300 260 Madison Ave # 200 New York, NY 10016-2401 Tel: (212) 687-4050 Fax: (917) 256-0314 Intership Ltd. Customer Account $153,003 112 Bonadie Street Obligation Kingstown, St. Vincent and the Grenadines Tel: (646) 827-4691 E-mail: mina@barges.com Quad Laser LLC Customer Account $152,053 2474 N. Lake Dr. Obligation Milwaukee, WI 53211 Tel: (925) 457-6422 E-mail: qlaserllc@gmail.com IBM Trade Payable $150,300 1551 S. Washington Ave Piscataway, NJ 08854 Tel: (817) 658-1786 Email: gonzalgd@us.ibm.com Kevin F Fitzgerald Contractual $150,000 959 Cleveland Corners Fax: Performance Obligation Hyde Park, VT 05655 MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services LLC are unregulated entities and thus not subject to CFTC or SIPA regulations. Accordingly, any amounts listed as "customer account obligations" have no relation to and are completely separate from the amounts within the purview of the SIPA proceeding: SIPC v. MF Global Inc. (In re MF Global Inc.) (Case No. 11-2790). About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Executives Silent on Missing Funds --------------------------------------------- U.S. lawmakers were disappointed after still getting no answers at the end of a third hearing on the collapse of MF Global Holdings Ltd. According to Phil Mattingly and Silla Brush of Bloomberg News, the lawmakers were not able to extract answers from MF Global executives who were called by the U.S. Department of Justice to testify on the brokerage firm's collapse. The MF Global executives who were called to testify were Edith O'Brien, assistant treasurer at MF Global's brokerage, who was identified by the firm's former CEO as having knowledge of prepetition transactions that allegedly led to the brokerage's collapse. Other MF Global witnesses who were called during the third hearing were Laurie Ferber, the firm's general counsel; Christine Serwinski, the chief financial officer of the firm's North American broker-dealer; and Henri Steenkamp, the firms' chief financial officers. Bloomberg said Ms. O'Brien invoked her constitutional right against self-incrimination during the hearing. The report, however, related that Ms. Serwinski and Ms. Ferber did disclose what they know about the two-part transfer aimed at covering an overdraft -- a $200 million transfer from a segregated account at the firm's brokerage to a "house" account, followed by the move of $175 million from the house account to a London subsidiary account at JPMorgan Chase & Co. Ms. Serwinski testified that Ms. O'Brien and another employee had the authority to transfer funds from the segregated account, Bloomberg relayed. Ms. Serwinski identified Vinay Mahajan, the firm's global treasurer who was not at the hearing, as the other executive who had the authority to sign off on transfers, Bloomberg relayed. Mr. Mahajan was also identified in the House memo as informing colleagues in an October 28 e-mail that an overdrawn account in London had to be "fully funded ASAP," the report cited. Gregory John O'Connell, Esq., counsel to Mr. Mahajan, said in a statement that the executive worked for only 10 weeks at MF Global and "we're confident that he at all times acted appropriately," the report relayed. MF Global general counsel Ms. Ferber testified that she sought Ms. O'Brien's assurance of the propriety of the transfer, which by October 28 had drawn the interest of JPMorgan, Bloomberg related. JPMorgan sought a written confirmation that the transferred money was made up only of the firm's funds, Diane Genova, a deputy general counsel for the bank, told lawmakers, the report relayed. Ms. Ferber and Dennis Klejna, MF Global's deputy general counsel, gave verbal assurances over the course of two days that the funds were proper, Ms. Genova disclosed at the hearing. The letter was never returned to JPMorgan, Ms. Genova added. Mr. Klejna intends to fully cooperate with the government investigation of MF Global and feels it would be premature to respond to any press inquiries at this time, Helen Kim, Esq., Mr. Klejna's counsel and a partner at Katten Muchin Rosenman LLP, said in an e-mail, the report relayed. Ms. Serwinski, when asked if she would have approved the transfer if she knew all of the information about the funds involved, said she would not have made the transaction, Bloomberg related. Ms. Serwinski also noted that Mr. Corzine's personal involvement in the transfer would have been unusual, the report wrote. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Creditors Committee Files 1st Status Report ------------------------------------------------------ The Official Committee of Unsecured Creditors of MF Global Holdings, Ltd. and its debtor affiliates submitted to Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York its first report regarding the status of efforts to identify and gather information from the estate of MF Global Inc. without which the administration of the Chapter 11 Debtors' estates can not be completed in a manner that will result in maximum recoveries for creditors. At the behest of Louis J. Freeh, the Debtors' Chapter 11 Trustee, the Creditors' Committee has agreed to refrain at this time from providing a report on similar efforts underway in connection with the liquidation proceedings of the Chapter 11 Debtors' foreign affiliates. In the report, the Creditors' Committee said it needs James W. Giddens, the trustee for the liquidation of the MFGI estate under the Securities Investor Protection Act, to provide information to resolve key estate matters and disclosure on the Debtors' significant assets held by the SIPA estate. The Creditors' Committee primarily seeks a detailed calculation and support from the SIPA Trustee regarding the $1.6 billion shortfall and location of 4d funds at counterparties. According to the Creditors' Committee, MFGI may have transferred $717 million of 4d customer funds to eight institutions in October 2011. The SIPA Trustee considers as "funds not under control," $850 million in 30.7 customer funds identified at MFG UK and MFG Canada. The Creditors' Committee further notes that reportedly $220 million was shifted from MFGI's securities customers' money to MFGI's commodity business unit on October 31, 2011. The Creditors' Committee notes that the SIPA Trustee's representatives have committed to future discussions with the Chapter 11 Trustee's representatives concerning this and other topics. The Creditors' Committee states that a global closing of the books on October 31, 2011 is the most efficient means for determining the global financial picture and amounts due to/from third parties, including counterparties and affiliates. "Lack of SIPA Trustee participation is a major hurdle and the Debtors have concluded that is unlikely that support from global affiliates is forthcoming particularly given the refusal of the SIPA Trustee to participate," the Creditors' Committee tells Judge Glenn. The Creditors' Committee further notes that the SIPA Trustee has marshalled $290 million of non-customer assets as of January 12, 2012. The SIPA Trustee also reports holding $133 million of securities belonging to MF Global affiliates. The Creditors' Committee says it needs "transparency on the status/efforts related to collection of margin and estate funds at various U.S. and non-U.S. counterparties and terms of all compromise." The Creditors' Committee states that the Debtors funded to MFGI $875 million from October 18, 2011 to October 28, 2011 primarily from draws on its revolving credit line. The SIPA Trustee's February 6, 2012 report states that the sovereign debt repo-to- maturity collateral posted balance grew by approximately $206 million from October 24, 2011 to October 28, 2011. The Creditors' Committee thus seeks from the SIPA Trustee location of monies that were funded to MFGI and access to treasury personnel involved in movement of funds. The Creditors' Committee notes that the Chapter 11 Trustee's information requests regarding the $875 million have been unfulfilled. The Creditors' Committee also seeks full documentation and reconciliation with respect to MFG Finance USA Inc.'s beneficial ownership of up to $244 million in margin used to fund $4 billion of a back-to-back RTM of Italian Sovereign debt. The Debtors have no transaction records because all documentation and accounting was undertaken by MFGI, the Creditors' Committee says. A full-text copy of the Creditors' Committee report is available for free at: http://bankrupt.com/misc/MFGlobal_Apr5CommStatusRpt.pdf SIPA Trustee's Response Kent Jarrell, spokesperson for the SIPA Trustee, said statements in the Creditors' Committee's report are incorrect, Bloomberg News relayed. Mr. Jarrell said in a statement that MFGH "and its creditors want to pursue their own claims at the expense of the former customers unfairly penalized by the company's failure to properly segregate their property from business operations." In court papers filed on April 10, 2012, the SIPA Trustee insists that he has not failed to respond to or comply with requests for information from the Chapter 11 Trustee. The SIPA Trustee asserts that the Creditors' Committee's chart contains mostly incorrect statements about the discussions and exchanges of information between the two trustees, in which the Creditors' Committee has not actively participated. The SIPA Trustee notes the request for information with respect to $1.6 billion shortfall was the subject of a February 29, 2012 meeting with the Chapter 11 Trustee. Basic points were discussed but no follow-up questions on these topics have since been raised, the SIPA Trustee relates. The SIPA Trustee states that he explained the shortfall as difference between customer assets available and estimated claims across all categories of customers. The SIPA Trustee's responses to other requests are set forth in a chart, a copy of which is available for free at: http://bankrupt.com/misc/MFGlobal_GiddensRes2CommRpt.pdf About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: SIPA Trustee in Talks With JPM on MFGI Claims -------------------------------------------------------- James W. Giddens, the trustee for the liquidation of the business of MF Global Inc. under the U.S. Securities Investor Protection Act of 1970, said on April 4, 2012 that it is presently in substantive discussions regarding the resolution of claims with JPMorgan Chase Bank, N.A. The SIPA Trustee has conducted an investigation of the actions of JPMorgan Chase regarding the firm's activities in connection with MF Global. JPMorgan has cooperated with the SIPA Trustee's investigation, which has included witness interviews and review of extensive documentation by the Trustee's professionals, including attorneys and forensic accountants from Ernst & Young. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: SIPA Trustee's Distribution Proposal Draws Reactions --------------------------------------------------------------- The SIPA trustee of MF Global Inc.'s proposal to distribute up to $685 million to allowed commodity futures claims drew mixed reactions from the Chapter 11 Trustee and several customers of MF Global Inc. James W. Giddens, the trustee for the liquidation of the business of MF Global Inc. under the U.S. Securities Investor Protection Act of 1970, seeks permission from Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to make first interim claims distribution of commodities customer property for allowed customer claims. The SIPA Trustee specifically seeks to effect claims distribution of: (i) up to $600 million of customer property held as segregated by MFGI for its former commodities futures customers who traded on US exchanges pursuant to Section 4d of the Commodity Exchange Act; (ii) up to $50 million of customer property associated with commodity transactions in foreign markets pursuant to Part 30.7 of Title 17 of the Electronic Code of Federal Regulations; and (iii) up to $35 million of customer property to a domestic delivery class, which the SIPA Trustee has identified as consisting of physical customer property that has been or will be reduced to cash in any manner. Responses A. Chapter 11 Trustee The Chapter 11 Trustee says it fully supports the SIPA Trustee's efforts to distribute customer property without delay. The Chapter 11 Trustee, however, raises several concerns with respect to the SIPA Trustee's Motion. For one, the SIPA Trustee fails to disclose even the most basic facts, like the number and amount of the non-duplicative customer claims filed by Property Pool, the dollar amount of claims allowed as determined by Property Pool, the dollar amount of final, allowed claims by Property Pool and the exact distribution percentage for Allowed Claims, the Chapter 11 Trustee points out. "There appears to be a growing disconnect between the SIPA Trustee's position on the amount of alleged 'missing' customer property and what the facts support," the Chapter 11 Trustee states. The CME recently stated that the "missing" funds total $500 million to $600 million -- still a substantial number, but significantly less than $1.6 billion. "It would be beneficial to the former customers of MFGI, the creditors of Holdings Ltd. and MFGI and the public as a whole for the SIPA Trustee to explain the difference and provide additional information and facts to support his calculation," the Chapter 11 Trustee states. "The Chapter 11 Trustee fears that the lack of information with respect to a true-up distribution for affiliate customers portends the SIPA Trustee's decision to focus his attention on non-affiliate, or public, futures customers, to the exclusion of affiliate customers. Additional disclosure on this issue is warranted," Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, counsel to the Chapter 11 Trustee, tells the Court. The Official Committee of Unsecured Creditors adopts the Chapter 11 Trustee's position, seeking to require the SIPA Trustee to provide more information on the missing funds and the steps being taken to recover them as a condition of further distributions. "Now more than four months later, not only is there no clarity, the Creditors' Committee and the Chapter 11 Trustee have been left in the dark to puzzle through the various bits and piece of information the SIPA Trustee deigns to provide," counsel to the Creditors' Committee, Martin J. Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York, complains. The Creditors' Committee has been working with the Chapter 11 Trustee to realize value for the Chapter 11 Debtors' creditors, he says. The SIPA Trustee's assistance is crucial to this effort as evidence in the Creditors' Committee's first status report, he emphasizes. B. MFGI Commodities and Delivery Customers Lee B. Stern, et al., and a group of former commodities customers of MFGI object to the Distribution Motion, to the extent it conditions any distribution to customers on execution of a declaration, release and assignment to which the SIPA Trustee is not entitled under the Securities Investor Protection Act or the applicable Commodity Futures Trading Commission regulations. "The Claims Process Order and the prior bulk distribution orders did not require or authorize any such release or transfer of rights from any claimant in order for that claimant to receive a distribution, and there would be no justification for requiring such a release now," Mr. Lee, et al., insist. The Stern Group also seeks a deadline for the SIPA Trustee's determination of claims. The SIPA Trustee is attempting, with no legal basis, "to coerce futures account customers of MFGI to assign to him their claims against third parties a condition to receive disbursements of their own money," the Commodities Customers allege. Mr. Stern is joined by claimants Jeffrey Stern, Daniel Stern, Richard Stark, Transcend Investments LLC, the Steven M. Abraham Revocable Trust, Murray Wise and Carl Berg. The Commodities Customers are composed of Paradigm Global Fund I Ltd.; Paradigm Equities Ltd.; Paradigm Asia Fund Ltd.; Augustus International Master Fund, L.P.; Zybr Holdings, LLC; Futures Capital Management, LLC; Pollack Commodity Partners; MTrust Co. FBO James M. Mayer; MTrust FBO James Mayer; William Schur; Ali A. Rangchi Bozorki; Henning-Carey Proprietary Trading, LLC; Charles Carey; Joseph Niciforo; James Groth; Robert Teirney; Brian Fisher; and Shane McMahon. Another commodities customer, Jill Zunshine also objects to any release which accompanies the SIPA Trustee's determination. Ms. Zunshine is represented by: Zach Zunshine, Esq. P.O. Box. 2131398 New York, NY 10023 Tel: (917) 442-2031 Fax: (646) 726-4628 E-mail: ZZunshine@aol.com Patrick O'Malley; Matthew Johnson and Michael Dokupil, customers of MFGI that owned physical commodities, complain that the Distribution Motion attempts to include delivery credits and frozen proceeds within the delivery class. Under the Commodity Futures Trading Commission's regulations and the history of those regulations, it is plain that the Delivery Class should be made up only of physical commodities, they insist. Other delivery customers John Supple, Thomas Ritter and Greenbriar Partners, L.P., say they are supportive of the Distribution Motion. However, Mr. Supple, et al. ask the Court to either (i) interpret the Third Bulk Transfer Order as encompassing MF Global's customers holding claims for the proceeds of physical assets in a delivery account in order to allow an immediate 72% distribution to such customers, or (ii) tailor the relief provided in any order granting the Distribution Motion in order to encourage the SIPA Trustee to complete promptly the claim determinations for customers who have not received 72% distributions under a bulk transfer. SIPA Trustee Files Omnibus Reply Counsel to the SIPA Trustee, James B. Kobak, Esq., at Hughes Hubbard & Reed LLP, in New York, tells the Court that the SIPA Trustee has reviewed five formal objections, and one informal, undocketed response to the Distribution Motion. The SIPA Trustee also received the Chapter 11 Trustee's statement and the later- filed Creditors' Committee's joinder. A chart summarizing the responses received and the SIPA Trustee's corresponding reply is available for free at: http://bankrupt.com/misc/MFGlobal_Objs2DistrMoChart.pdf "The holding company and its creditors' committee, who employ some of the principal people who operated the business and presided over its demise, can scarcely claim to be unable to know basic information about intercompany accounts and outstanding trading relationships. The creditors of the holding company cannot blame the MFGI Trustee for the lack, to date, of any schedules, bar date, or any real plan for the debtors' future in the Chapter 11 Proceeding," James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, counsel to the SIPA Trustee asserts. The SIPA Trustee maintains that, pursuant to the Section 190 of the Electronic Code of Federal Regulations, the proposed Delivery Class is comprised of Delivery Credits, Frozen Proceeds, and Delivery Debits, as well as the Physical Customer Property. Mr. Kobak explains that Delivery Credits, Delivery Debits, and Frozen Proceeds were identified on the books and records of MFGI as related to delivery of Physical Customer Property or exercise of the related contracts, he insists. As holders of Physical Customer Property, the objectors are attempting to wrongfully reduce the shortfall of one account class -- the Delivery Class -- by inappropriately excluding Delivery Credits and Frozen Proceeds, he stresses. Mr. Kobak also clarifies that the Declaration, Release and Assignment that accompanies the SIPA Trustees' claim determinations only assigns the portion of a customer's claim relating to actual payments of funds the customer receives from the Trustee in connection with this SIPA Proceeding. The DRA does not and will not alter or limit any rights a customer has, or any standing a customer has, to assert claims against third parties other than the Released Persons as defined in the DRA and to recover against such third parties on unsatisfied claims, he assures the Court. Mr. Kobak discloses that since the bar date for the filing of commodities customer claims, the SIPA Trustee has received 26,778 total commodities claims and has received over 4,500 additional general creditor claims that were likely misfiled, which will be treated as commodities claims. A deadline for the SIPA Trustee's determination of these claims is not only unwarranted, it would be detrimental to determining net equity claims accurately and fairly in the interests of all claimants and as the CFTC regulations require, he insists. In support of the SIPA Trustee's Motion, the Commodity Futures Trading Commission notes that the Chapter 11 Trustee states no basis for conditioning the return of customer property on the performance of additional tasks. "The Chapter 11 Trustee and the Creditors' Committee have no arguable basis to interfere with commodity customers' rights to the return of their property," the CFTC asserts. The Court scheduled the hearing to consider the SIPA Trustee's request for April 12, 2012. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Court Approves $14.5-Million Metals Sale --------------------------------------------------- Judge Martin Glenn permitted the James W. Giddens, the trustee for the liquidation of the business of MF Global Inc. under the U.S. Securities Investor Protection Act of 1970, to sell precious metal warehouse receipts to Jefferies Bache Financial Services, Inc. for $14.5 million, free and clear of all liens, claims, and encumbrances, pursuant to the purchase agreement. Judge Glenn found in an accompanying opinion that the SIPA Trustee has established a valid business justification for the liquidation of Physical Customer Property. Judge Glenn recognized that the recent motion represents the final step in complying with the Third Bulk Transfer Order. Judge Glenn clarified that the SIPA Trustee's implementation of this order and the Third Bulk Transfer Order is without prejudice to any future determination of whether the Physical Customer Property or the proceeds from the sale or delivery thereof or any deposits posted to the SIPA Trustee for the return of Physical Customer Property or some subset thereof constitutes a separate class of customer property and is entitled to disparate treatment. Judge Glenn also overruled the objection of Paul Hamann to the SIPA Trustee's request. In his objection, Mr. Hamann said he does not believe that the SIPA Trustee can show that MF Global had title to the warehouse receipts on October 31, 2011. Mr. Hamann insisted that the CME Group print screens will show that the customers of MF Global had clean and clear titles, with no liens, to their securities. Customer Alexander Coxe also responded to the SIPA Trustee's Motion, saying that he is supportive of the SIPA Trustee's Motion in order to facilitate the SIPA Trustee's return of 72% of his silver receipts. Mr. Coxe however filed his response to ensure that nothing in any order approving the request adversely affects his right to argue that the proceeds of the Silver Receipts are outside of MFGI's estate under Section 541 of the Bankruptcy Code. Counsel to the SIPA Trustee, James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, argued that Mr. Hamann does not classify as a securities customer because his account was not a securities account nor does Mr. Hamann's Physical Customer Property qualify as a security. Mr. Kobak pointed out that Mr. Hamann's property was held in an FCM account at MFGI, thus, Mr. Hamann's property is not entitled to the SIPA securities customer protection. There is no requirement that MFGI have title or an equitable or beneficial interest in Physical Customer Property for it to be considered customer property, Mr. Kobak averred. The SIPA Trustee's revised proposed order states that any title the SIPA Trustee does not have any of the Physical Customer Property is also to be transferred to the purchaser, free and clear of any and all liens. Moreover, the SIPA Trustee and Mr. Coxe agreed to add language in the proposed order stating that the SIPA Trustee's implementation of this order and the Third Bulk Transfer Order is without prejudice to any future determination of whether the Physical Customer Property or the proceeds from the sale or delivery thereof or any deposits posted to the SIPA Trustee for the return of Physical Customer Property or some subset thereof constitutes a separate class of customer property and is entitled to disparate treatment. In overruling Mr. Hamann's objection, Judge Glenn said it is important to note that futures contracts and options on futures contracts must be executed on or subject to the rules of a commodity exchange. Individuals can not trade directly on an exchange; rather, only those persons or firms registered with the CFTC as an FCM or an introducing broker may trade on an individual customer's behalf. MFGI was a registered FCM. "Given the broad definition of 'customer property' and the fact that Mr. Hamann's warehouse receipts were identified on the books and records of MFGI as of October 31, 2011, Mr. Hamann's Physical Customer Property is considered to be property of the MFGI estate, under the SIPA Trustee's control, and therefore, eligible for distribution pursuant to the Section 190 of the Electronic Code of Federal Regulations. Any evidence of title that Mr. Hamann has presented to the Court, therefore, carries little weight," Judge Glenn opined. Judge Glenn also determined that Mr. Hamann's property is not entitled to protection or insurance under the SIPA. The bankruptcy judge found that Mr. Hamann presented no evidence that his property was held in a securities account at MFGI, including a portfolio margining account. The SIPA expressly defines "security" to exclude "any commodity or related contract or futures contract, or any warrant or right to subscribe to or purchase or sell any of the foregoing," except as specifically provided for elsewhere within Section 78111 of the SIPA, the bankruptcy judge continued. Mr. Hamann's warehouse receipts fall under the definition of a commodity under the CFTC Regulations and not as a security, Judge Glenn concluded. A full-text copy of the memorandum opinion dated April 6, 2012, is available for free at: http://bankrupt.com/misc/MFGlobal_Apr6MetalsSaleOpinion.pdf About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel; and (h) authorizing the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's counsel; and (ii) Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MICHAELS STORES: S&P Raises Corp. Credit Rating to 'B'; on Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Irving, Texas-based Michaels Stores Inc. to 'B' from 'B-'. All ratings remain on CreditWatch with positive implications. "We also raised our issue-level rating on the company's senior secured term loan B-1, B-2, and B-3 tranches to 'BB-' from 'B+'. The recovery rating is unchanged at '1', which indicates our expectation for very high recovery (90% to 100%) in the event of a payment default," S&P said. "In addition, we raised our issue-level rating on the company's $800 million 7.75% senior unsecured notes due 2018, $400 million 11.375% senior subordinated notes due 2016, and $250 million 13% subordinated discount notes due 2016 to 'CCC+' from 'CCC'. The recovery ratings are '6', indicating our expectation that note holders would receive negligible recovery (0% to 10%) in the event of a payment default," S&P said. "As of Jan. 28, 2012, the company had about $3.5 billion in reported debt outstanding," S&P said. "Standard & Poor's Ratings Services' upgrade on Michaels Stores reflects the improvement in financial ratios following the company's performance in the important fourth quarter, given the seasonality of the company's business," said Standard & Poor's credit analyst Brian Milligan. "The CreditWatch placement remains effective, given the pending IPO." "We believe the overall credit profile may further strengthen if Michaels uses IPO proceeds to reduce high-cost debt and the financial sponsor's equity stake in the ownership structure declines substantially," S&P said. "Before resolving the CreditWatch, we will assess the revised capital structure following the IPO and account for potential changes to the company's financial policies, business strategies, and board composition, if any, following the changes in the equity ownership structure. We expect to resolve the CreditWatch shortly after the IPO we anticipate is completed," S&P said. MICRON TECHNOLOGY: S&P Rates New $1-Bil. Senior Notes 'CCC+' ------------------------------------------------------------ Standard & Poor's Rating Services assigned its 'BB-' issue-level rating to Boise, Idaho-based Micron Technology Inc.'s new $1 billion senior convertible notes due 2032. "The recovery rating is '3', reflecting our expectation for meaningful (50% to 70%) recovery in the event of default. All other ratings were affirmed, including the 'BB-' corporate credit rating, and we revised the outlook to negative from stable," S&P said. "The outlook revision reflects weak memory market conditions, near-term potential acquisition spending in support of industry consolidation, and increased leverage," said Standard & Poor's credit analyst John Moore. "The rating on Micron Technology Inc. reflects our expectation that the memory industry will remain highly volatile and that the company's presence in DRAM and NAND memory markets will remain largely unchanged, despite significant capital spending to increase capacity in both segments. Micron develops and manufactures Dynamic RAM (DRAM), as well as NAND and NOR (each a type of flash memory) semiconductors for the memory industry. We view its business risk profile as 'weak' and its financial profile as 'significant.' Although credit protection measures continue to vary widely through industry cycles, we expect Micron's investments in NAND flash memory under its remaining joint venture partnership with Intel, its emphasis on specialty product sales, and its memory product diversification across DRAM, NAND, and NOR markets to support prospects for less severe earnings volatility over time," S&P said. "We are revising Micron's rating outlook to negative from stable, reflecting currently weak memory market conditions, potential near-term acquisition spending, and increased leverage. If revenue and earnings performance stabilize in the second half of 2012 and acquisition spending remains modest, such that leverage does not increase materially from current levels, we could revise the outlook to stable. Conversely, if acquisition spending materially increases and weak market conditions do not improve, such that weak to negative free cash flow persists and leverage approaches 3x or more, we could lower the ratings," S&P said. MIRION TECHNOLOGIES: S&P Assigns B Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to San Ramon, Calif.-based Mirion Technologies Inc. The outlook is stable. "At the same time, Standard & Poor's assigned a 'B' issue rating to the company's senior secured credit facilities, including a $25 million revolver and a $200 million first-lien term loan. The recovery rating on this debt is '3', indicating the expectation that lenders would receive meaningful (50% to 70%) recovery in a default scenario," S&P said. "Our ratings on Mirion reflect the company's 'highly leveraged' financial risk profile and 'weak' business risk profile," S&P said. "We expect revenue to increase modestly in 2012 because of predictable replacement cycles of Mirion's installed base coupled with increasing new plant construction in Asia and Eastern Europe," said Standard & Poor's credit analyst Svetlana Olsha. "The company's credit metrics should improve in the next few quarters, primarily reflecting its debt repayment." "Mirion provides radiation detection and monitoring products and services globally to nuclear, defense, medical, and industrial end markets. The company's weak business profile reflects its limited product diversity and participation in fragmented and competitive niche markets, which likely won't change meaningfully in the next couple of years. Partly offsetting these factors are the company's leading positions as the No. 1 player in many of the markets it serves, good geographic diversity with about 65% of its revenue coming from outside the U.S., and meaningful recurring revenue, which should help provide stability to revenue and operating performance," S&P said. MOMENTIVE PERFORMANCE: Amends $525.6 Million Resale Prospectus -------------------------------------------------------------- Momentive Performance Materials Inc. filed with the U.S. Securities and Exchange Commission amendment no. 3 to the Form S-1 relating to resales by holders of the $525.68 million 9.0% Second- Priority Springing Lien Notes due 2021 issued by Momentive Performance Materials Inc. on Nov. 5, 2010. The Notes mature on Jan. 15, 2021. Interest on the Notes is payable in cash at a rate of 9.0% per annum, from the issue date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date on January 15 and July 15 of each year. At any time prior to Jan. 15, 2016, Momentive may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date and a "make- whole" premium. Thereafter, Momentive may redeem the Notes, in whole or in part, at the redemption prices set forth in this prospectus. In addition, at any time and from time to time on or prior to Jan. 15, 2014, Momentive may redeem up to 35% of the aggregate principal amount of Notes with the net cash proceeds from certain equity offerings at the redemption price of 109% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date. The Notes are senior obligations of Momentive. Each of the Notes is guaranteed on a senior unsecured basis by each of Momentive's existing U.S. subsidiaries that is a guarantor under its senior secured credit facilities and each of its future U.S. subsidiaries that guarantee any debt of the Company or Note Guarantor. Following the Springing Lien Trigger Date, the collateral securing the Notes will initially be substantially all of Momentive's and the Note Guarantors' property and assets that secure the obligations under Momentive's senior secured credit facilities at such time, subject to certain exceptions as set forth in this prospectus. Among other exceptions, certain assets owned by Momentive's foreign subsidiaries that will not be collateral for the Notes serve as collateral for the obligations of its foreign subsidiaries under its senior secured credit facilities. The Company has not applied, and does not intend to apply, for listing of the Notes on any national securities exchange or automated quotation system. Momentive will not receive any proceeds from the resale of the Notes. A copy of the amended filing is available for free at: http://is.gd/BedsCG About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. The Company had a net loss of $140 million on $2.63 billion of net sales in 2011, following a net loss of $63 million on $2.58 billion of net sales in 2010. Net loss in 2009 was $42 million. The Company's balance sheet at Dec. 31, 2011, showed $3.16 billion in total assets, $3.90 billion in total liabilities and a $736 million total deficit. * * * Momentive carries a 'B3' corporate family and probability of default ratings from Moody's Investors Service. "The impact of softening demand and high raw material prices has disrupted the trajectory of improving fundamentals, and will result in an acceleration of cost reduction activities," stated John Rogers, Senior Vice President at Moody's, in November 2011, when Moody's affirmed the ratings. Moody's said, the B3 CFR continues to be constrained by MPM's elevated leverage and weak credit metrics, which outweigh its strong business profile and improved maturity schedule. As a result of the softening demand and high raw materials prices, the 2011 operating performance will underperform that of 2010 and will challenge credit metrics more than previously expected. MPM's good liquidity is supported by the company's cash balance of $250 million and the expectation for positive free cash flow generation over the next four quarters. Maturities of long term debt will become a greater concern by the end of 2012; maturities are $215 million in 2013, $300 million in 2014, and $840 million in 2015. MONITRONICS INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Dallas-based residential alarm monitoring services provider Monitronics International Inc. The outlook is stable. "At the same time, we assigned a 'B' issue rating with a recovery rating of '3' to the company's $150 million senior secured revolving credit facility and $550 million first-lien term loan. The '3' recovery rating indicates our expectation for 50%-70% recovery for lenders in the event of default," S&P said. "We also assigned a 'CCC+' issue rating with a recovery rating of '6',indicating our expectation for 0%-10% recovery for lenders in the event of default, to the company's $410 million of senior unsecured notes," S&P said. "After the assignment of preliminary ratings on March 14, 2012, the company increased the amount of senior debt by $50 million and reduced the senior unsecured notes by the same amount. These changes had no effect on the ratings. The company used the proceeds to repay debt and to fund growth," S&P said. "The rating on Monitronics reflects the company's 'highly leveraged' financial risk profile, its reliance on debt to fund anticipated growth, and its more limited scale compared with its largest competitor," said Standard & Poor's credit analyst Katarzyna Nolan. "A highly recurring revenue stream and an above- industry revenue growth rate partly offset those factors." "The stable outlook reflects Monitronics' stable operating cash flow generation, reflecting its recurring and predictable revenue base. It also reflects our expectation that the company will maintain its competitive position in the residential alarm monitoring industry and has the ability to reduce account purchases, if needed," S&P said. "An upgrade in the near term is unlikely, given the company's highly leveraged financial profile and our view that it will continue using debt to finance growth rather than repay debt. We could lower the rating if an increase in attrition leads to the need for additional customer account acquisitions, and consequently, to a deterioration in cash flow and liquidity," S&P said. MOMENTIVE SPECIALTY: Euro VI to Resell $134MM 9% Senior Notes ------------------------------------------------------------- Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC, wholly-owned subsidiaries of Momentive Specialty Chemicals Inc., filed with the U.S. Securities and Exchange Commission amendment no. 1 to the Form S-1 relating to the resales by Euro VI (BC) S.a.r.l. of $134,016,000 of 9.00% Second-Priority Senior Secured Notes due 2020 issued by the Companies. The Notes mature on Nov. 15, 2020. Interest on the Notes is payable in cash at a rate of 9.00% per annum, from the Issue Date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on May 1 or November 1 immediately preceding the interest payment date on May 15 and November 15 of each year. At any time prior to Nov. 15, 2015, the Issuers may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date and a "make-whole" premium. Thereafter, the Issuers may redeem the Notes, in whole or in part, at the redemption prices set forth in this prospectus. MSC will not receive any proceeds from the resale of the Notes. A copy of the amended prospectus is available for free at: http://is.gd/BVijRn About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Momentive Specialty reported net income of $118 million on $5.20 billion of net sales in 2011, compared with net income of $214 million on $4.59 billion of net sales in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.11 billion in total assets, $4.87 billion in total liabilities and a $1.76 billion total deficit. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MORGUARD REIT: DBRS Confirms 'BB(high)' Issuer Rating ----------------------------------------------------- DBRS has confirmed the Issuer Rating of Morguard Real Estate Investment Trust at BB (high) with a Stable trend. The rating takes into consideration the following strengths: (1) stable core of retail properties and government-leased office buildings; (2) consistent occupancy in the mid-90% range; (3) good asset type diversification; and (4) good financial credit metrics. The rating also reflects the following challenges: (1) above-average property concentration; (2) relatively small portfolio; (3) below- average geographic diversification; and (4) some exposure to Hudson's Bay Company (HBC) and Sears and near-term office releasing. Morguard achieved reasonable growth in operating income in 2011, mainly as a result of full-year cash flow contributions from property acquisitions in 2010. Morguard's portfolio continues to achieve solid occupancy DBRS Confirms Morguard REIT at BB (high) with Stable Trend levels (95% as at Q4 2011), with good support from the Trust's core enclosed shopping centres and government office tenancies. Morguard's same-portfolio net operating income (NOI) growth was reasonable during the year at 2.6%, benefiting from higher rental rates on leasing activity in the retail segment of the portfolio and higher occupancy rates in the industrial segment, which more than offset flat results in the office segment. From a financial profile perspective, Morguard financed property acquisitions in 2011 mainly with debt. The Trust, however, continues to maintain a conservative financial profile, with EBITDA interest coverage improving to 2.68 times for the year ended December 31, 2011 from 2.60 times in 2010. Higher cash flow levels and a conservative financial profile have also supported an increase of 6.6% to the Trust's annual distribution per unit announced in Q1 2012. The Stable rating outlook takes into consideration DBRS's expectation that Morguard will continue to achieve reasonable operating income growth, due to cash flow from recent property acquisitions, notably the Trust's 50% interest in two office complexes in Alberta, including Citadel West in Calgary and Petroleum Plaza in Edmonton. These properties are under long-term leases to high-quality tenants (Government of Alberta and WorleyParsons Limited), and are fully occupied at 100%, which should enhance cash flow stability going forward. DBRS also expects Morguard to operate with a conservative payout ratio in the 80% range under the new annual rate of distribution and continue to pursue property acquisitions while maintaining an EBITDA interest coverage ratio of above 2.30 times. DBRS also believes that Morguard's financial flexibility (positive free cash flow position and $51.2 million of liquidity), when combined with modest debt maturities in 2012, provides additional support to the current rating. A negative rating action could result from weaker operating and earnings performance and/or sustained EBITDA interest coverage below 2.30 times. On the other hand, a rating improvement would likely be the result of: (1) a material increase in portfolio size; (2) improved property and geographic diversification; (3) a significant improvement in earnings; (4) and/or moderation of financial leverage that results in a sustained increase in EBITDA interest coverage above 3.00 times. MORRISON MARKETING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Morrison Marketing Group, Inc. dba Tag Team Uniforms 225 East Highway 32 Licking, MO 65542 Bankruptcy Case No.: 12-43384 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Charles E. Rendlen III Debtor's Counsel: John Talbot Sant, Jr., Esq. ARMSTRONG, TEASDALE ET AL. One Metropolitan Square, Suite 2600 St. Louis, MO 63102 Tel: (314) 342-4106 E-mail: jsant@armstrongteasdale.com Scheduled Assets: $1,074,628 Scheduled Liabilities: $5,007,131 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/moeb12-43384.pdf The petition was signed by Stan Morrison, president. MOTORSPORT AFTERMARKET: S&P Withdraws 'CCC' Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including its 'CCC' corporate credit rating, on Irvine, Calif.-based Motorsport Aftermarket Group Inc. (MAG). MAG recently refinanced its senior secured credit facilities, which included a $30 million revolver due 2012 and a $160 million term loan (with $147 million outstanding as of Sept. 30, 2011) due 2013, with a new credit facility, which will not be rated. MAG operates nine motorcycle aftermarket accessories businesses on a decentralized basis and derives almost two-thirds of its revenue from the sale of accessories for American V-Twin motorcycles. MUNICIPAL MORTGAGE: Charles Baum to Retire as Director ------------------------------------------------------ Municipal Mortgage & Equity, LLC's director, Charles C. Baum, has recently informed the Company that he plans to retire from the Board of Directors by the end of September of this year. As an accommodation to the Company, Mr. Baum has agreed to stand for reelection at the Company's annual meeting in June and intends to serve as a director until the Company is able to identify a successor. The Company will seek to identify a successor to Mr. Baum as soon as possible. Mr. Baum has been a director since 1996 and serves as Chairman of the Company's Governance Committee and as a member of the Company's Audit and Compensation Committees. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. The Company also reported a net loss of $47.59 million on $73.87 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $69.65 million on $80.05 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.93 billion in total assets, $1.22 billion in total liabilities and $707.23 million in total equity. As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about Municipal Mortgage & Equity's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets, liquidate collateral positions, post additional collateral, sell or close different business segments and work with its creditors to restructure or extend its debt arrangements. Municipal Mortgage reported a net loss of $72.5 million on $107.7 million of total revenue for 2010, compared with a net loss of $380.1 million on $134.8 million of total revenue for 2009. Bankruptcy Warning The Company's ability to restructure its debt is especially important with respect to the subordinated debentures. The weighted average pay rate on the remaining $196.7 million (unpaid principal balance) of subordinated debentures was 2.1% at Sept. 30, 2011. The Company's pay rates are due to increase in the first and second quarters of 2012, which will bring the weighted average pay rate to approximately 8.6%. The Company does not currently have the liquidity to meet these increased payments. In addition, substantially all of the Company's assets are encumbered, which limits its ability to increase its liquidity by selling assets or incurring additional indebtedness. There is also uncertainty related to the Company's ability to liquidate non-bond related assets at sufficient amounts to satisfy associated debt and other obligations and there are a number of business risks surrounding the Company's bond investing activities that could impact its ability to generate sufficient cash flow from the bond portfolio. These uncertainties could adversely impact the Company's financial condition or results of operations. In the event the Company is not successful in restructuring or settling its remaining non-bond related debt, or in generating liquidity from the sale of non-bond related assets or if the bond portfolio net interest income and the common equity distributions the Company receives from its subsidiaries are substantially reduced, the Company may have to consider seeking relief through a bankruptcy filing. NAPA HOME: Insurers Push for $15-Mil. Coverage Deal With Trustee ---------------------------------------------------------------- Max Stendahl at Bankruptcy Law360 reports that two Nationwide Mutual Insurance Co. units on Tuesday urged a Georgia federal judge to approve their $15.1 million coverage settlement with the trustee for Napa Home & Garden, Inc., a company facing injury claims over decorative fire pots sold by Bed Bath & Beyond Inc., which objected to the deal. Napa Home & Garden, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-69828) on July 5, 2011. The Debtor estimated assets and debts of $1 million to $10 million. Leslie Pineyro, Esq., at Jones & Walden, LLC, in Atlanta, serves as counsel to the Debtor. The bankruptcy judge appointed a Chapter 11 trustee at the request of the U.S. Trustee. The Justice Department's bankruptcy watchdog said a trustee was needed to insure there was "truly a need" for a quick sale and the transaction was negotiated at arm's length. NATIONWIDE MUTUAL: Fitch Holds Trust Preferred Securities at BB+ ---------------------------------------------------------------- Fitch Ratings has affirmed the Insurer Financial Strength ratings of Nationwide Mutual Insurance Company (NMIC) and its related intercompany pool members (collectively, Nationwide Mutual), as well as Nationwide Life Insurance Company (NLIC), at 'A'. In addition, Fitch has affirmed the ratings on NMIC's outstanding surplus notes at 'BBB'. Fitch has also affirmed the following ratings of Nationwide Financial Services, Inc. (NFS): - Issuer Default Rating (IDR) at 'BBB+'; - Senior unsecured notes at 'BBB'; - Trust preferred securities at 'BB+'. The Rating Outlook is Stable for all ratings. The rating affirmation reflects Nationwide Mutual's strong competitive position in personal lines insurance and a more moderate position in commercial lines insurance. Overall, the company ranks among the 10 largest U.S. insurers by premium. Fitch has a generally positive view of the expected completion during 2012 of NMIC's merger with Harleysville Mutual Insurance Company (Harleysville), which adds to Nationwide Mutual's commercial insurance market presence and enhances distribution capabilities primarily in Northeastern states. The transaction will moderately increase Nationwide Mutual's operations, as Harleysville Mutual's annual written premium was less than 10% of Nationwide Mutual's 2011 property/casualty (P/C) premium volume. The affirmation also reflects business diversification benefits provided by Nationwide Mutual's wholly owned Financial Services segment (NFS), which offers a variety of individual protection and asset accumulation products, as well as group products and services. Fitch notes however, that NFS has relatively high exposure to variable annuity products and mortgage-related investments. Similar to other personal lines carriers, Nationwide Mutual's underwriting performance was materially affected by catastrophes in 2011. The company paid a record $2.3 billion in weather-related claims, nearly $1 billion more than in 2010. The P/C segment reported a GAAP net operating loss of $203 million for 2011 compared with an operating gain of $645 million for 2010. NFS segment results increased almost 40% to $737 million for 2011. Despite a statutory net loss of almost $800 million, statutory surplus declined just 1% to $12.8 billion at Dec. 31, 2011, primarily due to the positive impact from net deferred income tax. Notwithstanding the stability of the company's surplus in 2011, Fitch views Nationwide Mutual's capitalization as worse than most peer companies. Specifically, the quality of capital is diminished by a high percentage of surplus notes in the capital structure, and unstacked operating leverage (excluding the carrying value of the life company) is higher than average at 1.56 times (x). The Harleysville acquisition is not expected to lead to a material deterioration in operating leverage. Funding of the Harleysville transaction is not anticipated to materially increase debt levels. For a mutual company, however, Nationwide Mutual employs relatively high financial leverage. At year-end 2011 long-term debt totaled $4.9 billion, up $439 million from the prior year (including $2.2 billion in surplus notes supporting the P/C operations and $2.3 billion in debt primarily supporting the life insurance operations) as well as a sizeable level of short-term debt. Key rating triggers for Nationwide's ratings that could lead to a downgrade include: ongoing poor underwriting profitability that widens from recent performance relative to both mutual company and industry averages; significant deterioration in operating earnings generated by the life and annuity business; weakness in capital strength as measured by Fitch's capital model, NAIC risk-based capital or unstacked operating leverage greater than 1.75x; and/or consolidated debt-to-capital, including short-term debt and operating debt, of greater than 30%. Key rating triggers that could lead to an upgrade over the longer term include: a sustained improvement in underwriting performance as measured by a combined ratio under 100% that is nearer to or better than peers; improved catastrophe and overall risk management through difficult underwriting and economic conditions; an improvement in capital strength as measured by Fitch's capital model or unstacked operating leverage below 1.0x; a material reduction in the consolidated debt-to-capital ratio to below 20%; and a significant reduction in the degree to which NFS's earnings are leveraged to the equity market. Fitch has affirmed these ratings with a Stable Outlook: Nationwide Mutual Insurance Co. - IDR at 'A-'; - 8.25% surplus notes due Dec. 1, 2031 at 'BBB'; - 7.875% surplus notes due April 1, 2033 at 'BBB'; - 6.60% surplus notes due April 15, 2034 at 'BBB'; - 5.81% surplus notes due December 15, 2024 at 'BBB'; - 9.375% surplus notes due Aug. 15, 2039 at 'BBB'. Nationwide Financial Services Inc. - IDR at 'BBB+'; - 5.90% Senior notes due July 1, 2012 at 'BBB'; - 5.625% Senior notes due Feb. 13, 2015 at 'BBB'; - 5.10% Senior notes due Oct. 1, 2015 at 'BBB'; - 5.375% Senior notes due March 25, 2021 at 'BBB'; - 7.899% Trust preferred due March 1, 2037 at 'BB+'. Nationwide Mutual Insurance Co. Nationwide Mutual Fire Insurance Co. Crestbrook Insurance Co. National Casualty Co. Nationwide Agribusiness Insurance Co. Nationwide Insurance Company of America Scottsdale Insurance Co. Farmland Mutual Insurance Co. Colonial County Mutual Insurance Company Nationwide Assurance Company Nationwide General Insurance Company Nationwide Lloyds Nationwide Property & Casualty Insurance Company Titan Indemnity Company Titan Insurance Company Victoria Automobile Insurance Company Victoria Fire & Casualty Company Victoria Select Insurance Company Victoria Specialty insurance Company Scottsdale Indemnity Company Scottsdale Surplus Lines Insurance Company Western Heritage Insurance Company Allied Property & Casualty Insurance Company AMCO Insurance Company Depositors Insurance Company Nationwide Affinity Company - IFS at 'A'. Nationwide Life Insurance Co. - IFS at 'A'; - Short-term IDR at 'F1'; - Short-term IFS at 'F1'; - Commercial paper at 'F1'. Nationwide Life Global Funding I - Program Rating affirmed at 'A'. NEBRASKA BOOK: Files Third Amended Joint Plan of Reorganization --------------------------------------------------------------- BankruptcyData.com reports that Nebraska Book filed with the U.S. Bankruptcy Court a Third Amended Joint Plan of Reorganization and related Disclosure Statement. "The Reorganized Debtors will fund distributions under the Plan with cash on hand, including cash from operations, as well as proceeds from the New ABL Facility and the New Money First Lien Term Loan, and through issuance of New Common Equity, the New Take-Back Note, and the New Warrants . . . The Plan shall serve as a motion by the Debtors seeking entry of a Bankruptcy Court order substantively consolidating all of the Estates and its subsidiaries into a single consolidated Estate for all purposes associated with Confirmation and Consummation," according to the Disclosure Statement obtained by BankruptcyData.com. About Nebraska Book Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the Petition Date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. The Official Committee of Unsecured Creditors selected Lowenstein Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow Financial Inc. as financial advisers. Nebraska Book has been unable to confirm a pre-packaged Chapter 11 plan that would have swapped some of the existing debt for new debt, cash and the new stock, due to an inability to secure $250 million in exit financing. NET ELEMENT: Has Joint Venture Pact with I. Krutoy to Form Music1 ----------------------------------------------------------------- Net Element, Inc., on April 6, 2012, entered into a Joint Venture Agreement with Igor Yakovlevich Krutoy. Pursuant to the Joint Venture Agreement, the parties agreed to form a limited liability company under the laws of the Russian Federation named Music1, which would be owned 67% by the Company's newly formed subsidiary Net Element Russia and 33% by a newly formed company controlled by Mr. Krutoy which is to be named K1 Holdings. Music1 Russia will promote the Company's www.music1.com platform in the Commonwealth of Independent States (CIS) countries (comprised of participating states of the former Soviet Union). K1 Holdings is required to contribute 3,300 Russian rubles (or approximately $111.58 based on the currency exchange rate as of April 9, 2012) to Music1 Russia in exchange for its 33% ownership interest. The Company agreed to contribute to Music1 Russia: (i) exclusive, non-assignable, royalty-free, perpetual, world- wide rights to use and operate the Internet domain www.music1.com ; (ii) non-exclusive, non-assignable, limited, royalty-free, perpetual, world-wide rights to use the Company's Launchpad computer system technology for the operation of Internet based contests; (iii) non-exclusive, non-assignable, limited, royalty-free, perpetual, world-wide rights to integrate the Company's Music Brain technology into the Web site; and (iv) not less than $2 million in the form of an interest-free loan to maintain the operations of Music1 Russia. Mr. Krutoy also agreed to (i) provide business development introductions identified by Music1 Russia as having significant business potential and (ii) act as an advisor and Chairman of the Board of Directors of Music1 Russia for a period of two years. As consideration for those advisory services and as Chairman of the Board of Directors of Music1 Russia, the Company agreed to issue Mr. Krutoy 5 million shares of restricted stock of the Company, with half of such shares issued within one month after he becomes Chairman of Music1 Russia and the other half of those shares issued within one month after the start of the second calendar year of his term as Chairman of Music1 Russia. Pursuant to the Joint Venture Agreement, the first $4 million of distributions by Music1 Russia are required to be made 50% to Net Element Russia and 50% to K1 Holdings. Thereafter, the next $13 million of distributions by Music1 Russia are required to be made 100% to Net Element Russia. Thereafter, distributions by Music1 Russia are required to be made in proportion to Net Element Russia's and K1 Holdings' respective ownership interests in Music1 Russia. The Joint Venture Agreement also provides that Mr. Krutoy will enter into a Subscription Agreement to purchase 13,333,333 shares of common stock of the Company for an aggregate purchase price of $2 million. Closing of the transactions contemplated by the Joint Venture Agreement are subject to customary closing conditions. A copy of the Joint Venture Agreement is available for free at: http://is.gd/m4K4Br About Net Element Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.) currently operates several online media websites in the film, auto racing and emerging music talent markets. The Company reported a net loss of $24.85 million in 2011, compared with a net loss of $3.10 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.66 million in total assets, $6.89 million in total liabilities and a $5.22 million total stockholders' deficit. For 2011,Daszkal Bolton LLP, in Fort Lauderdale, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses and has an accumulated deficit and stockholders' deficiency at Dec. 31, 2011. NORTEL NETWORKS: Obtains Further Extension of CCAA Stay Period -------------------------------------------------------------- Nortel Networks Corporation on April 13 disclosed that it, its principal operating subsidiary Nortel Networks Limited and its other Canadian subsidiaries that filed for creditor protection under the Companies' Creditors Arrangement Act (CCAA) have obtained an order from the Ontario Superior Court of Justice (Canadian Court) further extending, to July 31, 2012, the stay of proceedings that was previously granted by the Canadian Court. The purpose of the stay of proceedings is to provide stability to the Nortel companies to continue with their restructuring efforts and to continue to work toward the development of a plan of arrangement under CCAA. 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. OAKLEY RDA: S&P Lowers Rating on Series 2008 Bonds to 'BB' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term and underlying ratings on Oakley Redevelopment Agency, Calif.'s series 2008A subordinate-lien tax allocation bonds (TABs) to 'BB' from 'BB+'. At the same time, Standard & Poor's removed the ratings from CreditWatch, where they had been placed with negative implications Oct. 14, 2011. The outlook is stable. "The downgrade reflects our view of another small decline in assessed valuation in the project area in fiscal 2012 and our assessment of the bonds' inadequate annual and semi-annual debt service coverage," said Standard & Poor's credit analyst Sussan Corson. The ratings reflect what S&P views as: * Inadequate annual debt service coverage (DSC) of 0.96x and weaker maximum annual debt service coverage of 0.90x; * Semi-annual DSC of 0.7x on Sept. 1, 2012, assuming 50% of pledged revenue; * Four years of assessed value (AV) declines, combined with the possibility of future decreases; * A volatility ratio of 0.28, which indicates that pledged revenues are somewhat sensitive to overall changes in AV; and * Fully cash-funded debt service reserves that total $2.675 million according to successor agency officials. Subordinate tax increment revenues collected on the Oakley Redevelopment Project Area, net of the 20% set-aside for low- and moderate-income housing and passthrough payments and senior debt, secure the series 2008A subordinate bonds. Under Assembly Bill 1X26, a new law that dissolved redevelopment agencies in the state as of Feb. 1, 2012, the city is acting as successor agency to the redevelopment agency for both the nonhousing and housing functions. The agency also represented that it has received its December 2011 county tax increment disbursement, which it used to make its March 1, 2012, debt service payment. The successor agency has presented its initial recognized obligation payment schedule, which includes the March 1, 2012, interest payment as well as the Sept. 1, 2012, principal and interest payment on the senior 2003 and subordinate 2008 TABs. "The stable outlook reflects our view of the current DSC of about 0.96x and the agency's plans to use cash balances on hand to cover calculated shortfalls in semi-annual DSC on Sept. 1, 2012. Should additional AV declines deteriorate what we consider already inadequate annual DSC in the next year and should the agency draw on debt service reserves to cover shortfalls in annual pledged revenue, or fail to include reserve replenishment amounts on its recognized obligation payment schedule, we could lower the rating further," S&P said. "Oakley is in eastern Contra Costa County, 50 miles northeast of San Francisco. Residents commute to jobs throughout the diverse Bay Area economy. As such, we view the median household effective buying income as very strong at 149% of the nation and good on the per capita level at 96% of the nation," S&P said. OHI INTERMEDIATE: S&P Assigns Preliminary 'B+' Corp. Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary 'B+' corporate credit rating to Buffalo, N.Y.-based OHI Intermediate Holdings Inc. The outlook is stable. "At the same time, we assigned a preliminary 'B+' issue-level rating and preliminary '3' recovery rating to OHI's subsidiary Osmose Holdings Inc.'s proposed $25 million revolving credit facility and $240 million six-year senior secured term loan. The '3' recovery rating indicates our expectation that lenders would receive meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation, including the 2011 audit financial statement. Accordingly, the preliminary rating should not be construed as evidence of a final rating. If we do not receive final documentation within a reasonable time frame, or if final documentation departs from the materials we reviewed, we reserve the right to withdraw or revise our rating," S&P said. "The preliminary ratings on OHI reflect our assessment of the company's business risk profile as 'weak' and financial risk profile as 'aggressive'," said Standard & Poor's credit analyst Robyn Shapiro. "The business profile is supported by mid- to upper-double-digit estimated market share in the niche markets for its utility pole inspection and treatment services and its wood treatment preservation technology. The aggressive financial profile reflects the company's ownership by private equity." "Our stable rating outlook reflects our belief that OHI will achieve positive free cash flow in 2012 and 2013, given the relatively favorable trends in each of its business segments, and its track record of EBITDA margins in the mid-teens percent range," S&P said. "However, we could lower our rating if free operating cash flow generation were to become negative or if we believed that debt to EBITDA would trend toward 4.5x or higher. This could occur from an unexpected decline in wood preservation chemicals business or in the company's utilities services," S&P said. "We consider an upgrade unlikely because we believe the company's financial policies will remain aggressive under its private equity owners," S&P said. ON ASSIGNMENT: S&P Assigns BB- Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned Calabasas, Calif.- based On Assignment Inc. its preliminary 'BB-' corporate credit rating. The rating outlook is stable. "We also assigned the company's $540 million senior secured credit facility our preliminary 'BB-' issue-level rating (at the same level as the preliminary 'BB-' corporate credit rating on the company) with a preliminary recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The facility consists of a $490 million term loan due 2019 and a $50 million revolver due 2017. We expect that the issuer will use the net proceeds and newly-issued common stock to pay for its $600 million acquisition of Apex Systems Inc. and to refinance its existing debt," S&P said. "The preliminary 'BB-' rating reflects our expectation that On Assignment will be able to reduce leverage, generate positive discretionary cash flow, and maintain an adequate cushion of covenant compliance over the intermediate term. We view On Assignment's business risk profile as 'weak' because of the cyclical nature of the staffing business and the company's small market share in a fragmented and highly competitive industry. We view On Assignment's financial risk as 'significant,' based on its moderately high pro forma debt-to-EBITDA ratio relative to its scale of operations. We expect pro forma leverage, adjusted for operating leases, to decline to the high-3x area by the second half of 2012," S&P said. "Following the acquisition, which essentially doubles the size of the company, On Assignment will primarily be an IT staffing firm, but will also operate in life sciences staffing, physician staffing, travel nursing, and allied health care. The customer base is diversified, with the top 10 customers accounting for 21% of 2011 pro forma revenues. Nevertheless, the company has significant exposure to IT staffing industry fundamentals. The IT staffing industry is very competitive and we believe this will continue, if not intensify, with the entrance of large international staffing firms into the market. Despite its position as the second-largest IT staffing firm in the U.S., the combined company is still relatively small and does not command a large market share in this fragmented industry. Professional staffing is very cyclical, and profit levels can drop dramatically during downturns. EBITDA margins in the staffing industry tend to be low, although they are higher for companies serving higher-end, niche markets," S&P said. "Under our base case scenario, we expect 2012 pro forma revenue and EBITDA (before stock compensation) growth at a low- to mid- teens percentage rate. We expect strength in IT staffing, which accounts for roughly 75% of combined sales, to drive revenue growth. We anticipate that Apex Systems and Oxford Global (On Assignment's IT staffing and engineering segment) will both grow over 15% in 2012. We also expect double-digit growth in physician services revenue due to the benefit of a full year of HCP (which the company acquired last summer), high-single-digit growth in life sciences, and low- to mid-single-digit growth in health care. We believe the combined company's EBITDA margin (after stock compensation expense) will be at or slightly below 9% in 2012, with the gross margin staying relatively steady and some operating leverage from increased scale. We expect the EBITDA margin to remain above staffing industry averages owing to the company's position in higher-value-added professional staffing markets," S&P said. PARKER DRILLING: S&P Keeps B+ Rating on $300MM Sr. Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said Parker Drilling Co. is adding $125 million to its existing $300 million 9.125% senior unsecured notes due 2018. "Our 'B+' rating on the notes, which now total $425 million, remains unchanged. The recovery rating on the notes remains '3', indicating our expectation for meaningful recovery (50% to 70%) in the event of a payment default. Proceeds from the offering will be used to fund the cash tender offer for Parker's outstanding $125 million 2.125% convertible senior notes due 2012," S&P said. "The ratings on Houston-based Parker Drilling Co. reflect the company's participation in a highly competitive, cyclical industry, its aggressive capital spending program, its operations in international markets that can expose it to geopolitical risks, and currently weak utilization rates in its international drilling segment. The ratings also incorporate the company's business and geographic diversity and its high-profile projects with integrated oil companies," S&P said. PDQ COOLIDGE: Sec. 341 Creditors' Meeting Set for May 21 -------------------------------------------------------- The U.S. Trustee in Miami will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of PDQ Coolidge Formad LLC and PDQ Cooformad Washores, LLC, on May 21, 2012, at 11:00 a.m. at 51 SW First Ave Room 1021, Miami. The deadline to file a complaint to determine dischargeability of certain debts is July 20, 2012. Proofs of claim are due by Aug. 20, 2012. About PDQ Coolidge Formad PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on April 8, 2012. According to myfloridalicense.com, the Debtor is doing business as Peppertree Shores Apartment and has an Orange, Florida license to operate apartments. PDQ Coolidge Formad estimated assets and debts of $10 million to $50 million. It projects that funds will be available for distribution to unsecured creditors. An affiliate, PDQ Cooformad Washores, LLC, also filed a separate petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under $10 million in assets and debts. The cases are jointly administered. Judge Robert A. Mark presides over the cases. Lawyers at Aaronson Schantz P.A., represent the Debtors. The petitions were signed by Salomon Yuken, manager. PDQ COOLIDGE: Wants to Hire Aaronson Firm as Chapter 11 Counsel --------------------------------------------------------------- PDQ Coolidge Formad LLC seeks authority from the Bankruptcy Court to hire Geoffrey S. Aaronson Esq., of the law firm of Aaronson chantz P.A. as Chapter 11 bankruptcy counsel pursuant to a general retainer. Mr. Aaronson will, among other things, represent the Debtor in negotiations with its creditors in the preparation of a plan and disclosure statement. Mr. Aaronson attests that his firm does not have any connection with creditors or other parties in interest in the Debtor's case. About PDQ Coolidge Formad PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on April 8, 2012. According to myfloridalicense.com, the Debtor is doing business as Peppertree Shores Apartment and has an Orange, Florida license to operate apartments. The Debtor estimated assets and debts of $10 million to $50 million. It projects that funds will be available for distribution to unsecured creditors. Judge Robert A. Mark presides over the case. Lawyers at Aaronson Schantz P.A., represent the Debtor. An affiliate, PDQ Cooformad Washores, LLC, also filed a separate petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under $10 million in assets and debts. The petitions were signed by Salomon Yuken, manager. PINNACLE AIRLINES: Seeks Surplus Asset Sale Approval ---------------------------------------------------- BankruptcyData.com reports that Pinnacle Airlines filed with the U.S. Bankruptcy Court a motion for authorization to establish sale procedures for the sale of certain obsolete, surplus or burdensome assets for a price of $3 million or less or to abandon the assets if a sale cannot be completed. The Debtors request that if the sale price of certain of the assets is less than $500,000, no sale hearing shall be required; and if the sale is more than $500,000 but less than $3 million, the Debtors will file a notice with the Court and an objection deadline will be set. BankruptcyData.com says the Court scheduled an April 25, 2012 hearing on the motion. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PREMIERWEST BANCORP: Reports $15-Mil. Net Loss in 2011 ------------------------------------------------------ PremierWest Bancorp filed its annual report on Form 10-K,, reporting a net loss of $15.05 million on $49.91 million of net interest income (before provision for loan losses) for the fiscal year ended Dec. 31, 2011, as compared to a net loss of $4.95 million on $55.96 million of net interest income (before provision for loan losses) for the fiscal year ended Dec. 31, 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.266 billion in total assets, $1.182 billion in total liabilities, and stockholders' equity of $84.36 million. The Company said, "Although the Bank meets the quantitative guidelines set forth above to be deemed "well-capitalized", the Bank remains subject to the Agreement with the FDIC and, therefore, is deemed to be "adequately capitalized." Pursuant to the Agreement with the FDIC, as discussed in Note 2 -- "Regulatory Agreement, Economic Condition, and Management Plan", the Bank was required to increase and maintain its Tier 1 capital in such an amount as to ensure a leverage ratio of 10% or more by Oct. 3, 2010, well in excess of the 5% requirement set forth in regulatory guidelines. The 10% leverage ratio was not achieved by Oct. 3, 2010." A copy of the Form 10-K is available for free at: http://is.gd/K7zCKV PremierWest Bancorp is a bank holding company headquartered in Medford, Oregon. The Company operates primarily through its principal subsidiary, PremierWest Bank, which offers a variety of financial services. PRINCETON NATIONAL: BKD LLP Raises Going Concern Doubt ------------------------------------------------------ Princeton National Bancorp, Inc., filed on April 12, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. BKD, LLP, in Decatur, Illinois, expressed substantial doubt about Princeton National Bancorp's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses resulting from the effects of the economic downturn causing its subsidiary bank to be undercapitalized and resulting in a consent order to be issued by the primary regulator. The Company reported a net loss of $54.35 million on $34.69 million of net interest income (before provision for loan losses) for 2011, compared with a net loss of $16.98 million on $37.33 million of net interest income (before provision for loan losses) for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.014 billion in total assets, $1.009 billion in total liabilities, and stockholders' equity of $4.93 million. A copy of the Form 10-K is available for free at: http://is.gd/IGY8xi Located in Princeton, Illinois, Princeton National Bancorp, Inc., is a single-bank holding company which operates in one business segment conducting a full-service banking and trust business through its subsidiary bank, Citizens First National Bank. PROBE MANUFACTURING: W. T. Uniack Raises Going Concern Doubt ------------------------------------------------------------ Probe Manufacturing, Inc., filed on April 9, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. W. T. Uniack & Co. CPA's P.C., in Woodstock, Georgia, noted that the Company has current assets of $1,460,906 and current liabilities of $1,260,952. "Sales have increased from $2,799,935 in 2010 to $4,549,798 for the comparable period in 2011. In addition, the Company has an accumulated deficit of ($238,483) and is dependent on at least maintaining current revenue levels. Those conditions raise substantial doubt about the Company's ability to continue as a going concern," the auditor said. The Company reported net income of $90,940 on sales of $4.5 million for 2011, compared with net income of $243,368 on sales of $2.8 million for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.6 million in total assets, $1.3 million in total liabilities, and stockholders' equity of $338,046. A copy of the Form 10-K is available for free at: http://is.gd/74PZPt Irvine, California-based Probe Manufacturing, Inc., provides global design and manufacturing services to original electronic equipment manufacturers from its 23000 sq-ft facility in Irvine, California and strategic locations worldwide. Revenue is generated from sales of services primarily to customers in the medical device, aerospace, automotive, industrial and instrumentation product manufacturers. QUANTUM CORP: BlackRock Ceases to Hold 5% Equity Stake ------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that, as of March 30, 2012, it beneficially owns 11,355,491 shares of common stock of Quantum Corp. representing 4.85% of the shares outstanding. As previously reported by the TCR on Feb. 14, 2012, BlackRock disclosed beneficial ownership of 11,807,226 common shares or 5.05% equity stake. A copy of the amended filing is available for free at http://is.gd/AQxAmH About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. The Company's balance sheet at Dec. 31, 2011, showed $415.19 million in total assets, $456.93 million in total liabilities and a $41.73 million total stockholders' deficit. * * * In January 2011, Moody's Investors Service upgraded Quantum Corporation's Corporate Family and Probability of Default ratings to B2 from B3 and revised the ratings on the senior secured debt obligations to Ba3 from B1. The rating outlook is positive. The upgrade of the CFR to B2 reflects Quantum's improved operating performance, which stems from strong customer adoption and growth of its higher margin branded disk-based systems and software products, which Moody's expects to continue in FY12. In March 2011, Standard & Poor's Ratings Services raised its corporate credit rating on storage manufacturer Quantum Corp. to 'B' from 'B-'. The outlook is stable. "The upgrade reflects that the company has posted four sequential quarters of sustained EBITDA generation, despite ongoing declines in its core tape business and the absence of an EMC licensing arrangement," said Standard & Poor's credit analyst Lucy Patricola. In addition, debt/EBITDA has been stable for the last four quarters at about 4x and reduced from 2009 levels, primarily reflecting application of free cash flow to debt reduction. QUANTUM FUEL: To Hold Annual Vote on Executive Compensation ----------------------------------------------------------- In line with the stockholder vote at the 2011 annual meeting, Quantum Fuel Systems Technologies Worldwide, Inc.'s Board of Directors decided that the Company will hold an advisory "say-on- pay" vote every year on the compensation of its named executive officers until the next stockholder non-binding, advisory vote on the frequency of these votes. About Quantum Fuel Based in Irvine, California, Quantum Fuel Systems Technologies Worldwide, Inc., is a fully integrated alternative energy company and considers itself a leader in the development and production of advanced clean propulsion systems and renewable energy generation systems and services. Quantum Fuel and its senior lender, WB QT, LLC, entered into a Ninth Amendment to Credit Agreement and a Forbearance Agreement on Jan. 3, 2011. The Senior Lender agreed to provide the Company with a $5.0 million non-revolving line of credit, which may be drawn upon at any time prior to April 30, 2011. Advances under the New Line of Credit do not bear interest -- unless an event of default occurs, in which case the interest rate would be 10% per annum -- and mature on April 30, 2011. The Senior Lender also agreed to forbear from accelerating the maturity date for any portion of the Senior Debt Amount and from exercising any of its rights and remedies with respect to the Senior Debt Amount until April 30, 2011. The Company reported a net loss attributable to stockholders of $11.03 million on $20.27 million of total revenue for the year ended Apri1 30, 2011, compared with a net loss attributable to stockholders of $46.29 million on $9.60 million of total revenue during the prior year. Quantum Fuel reported a net loss attributable to stockholders of $38.49 million on $24.47 million of total revenue for the eight months ended Dec. 31, 2011, compared with a net loss attributable to stockholders of $6.52 million on $10.51 million of total revenue for the same period a year ago. The Company's balance sheet at July 31, 2011, showed $74.15 million in total assets, $31.62 million in total liabilities, and $42.53 million total stockholders' equity. Ernst & Young LLP, in Orange County, California, noted that Quantum Fuel's recurring losses and negative cash flows combined with the Company's existing sources of liquidity and other conditions raise substantial doubt about the Company's ability to continue as a going concern. Possible Bankruptcy The Company anticipates that it will need to raise a significant amount of debt or equity capital in the near future in order to repay certain obligations owed to the Company's senior secured lender when they mature. As of June 15, 2011, the total amount owing to the Company's senior secured lender was approximately $15.5 million, which includes approximately $12.5 million of principal and interest due under three convertible promissory notes that are scheduled to mature on Aug. 31, 2011, and a $3.0 million term note that is potentially payable in cash upon demand beginning on Aug. 1, 2011, if the Company's stock is below $10.00 at the time demand for payment is made. If the Company is unable to raise sufficient capital to repay these obligations at maturity and the Company is otherwise unable to extend the maturity dates or refinance these obligations, the Company would be in default. The Company said it cannot provide any assurances that it will be able to raise the necessary amount of capital to repay these obligations or that it will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, the Company's senior secured lender would have the right to exercise its rights and remedies to collect, which would include foreclosing on the Company's assets. Accordingly, a default would have a material adverse effect on the Company's business and, if the Company's senior secured lender exercises its rights and remedies, the Company would likely be forced to seek bankruptcy protection. REAL ESTATE ASSOCIATES: Has No Remaining Investment in Oak Hill --------------------------------------------------------------- Real Estate Associates Limited VII holds a 99.9% general partner interest in Real Estate Associates IV, which in turn, holds a 98.99% limited partnership interest in Oak Hill Apartments, Ltd., a Pennsylvania limited partnership. On April 11, 2012, Oak Hill sold its investment property to The Orlean Company, an Ohio Corporation, in exchange for (i) full satisfaction of the non-recourse note payable due to an affiliate of the Purchaser, (ii) the assumption of the outstanding mortgage loan encumbering the property and (iii) the sum of one dollar. Real Estate Associates did not receive any proceeds from the sale. The Company had no investment balance remaining in Oak Hill as of Dec. 31, 2011. About Real Estate Associates Real Estate Associates Limited VII is a limited partnership which was formed under the laws of the State of California on May 24, 1983. On February 1, 1984, the Partnership offered 2,600 units consisting of 5,200 limited partnership interests and warrants to purchase a maximum of 10,400 additional limited partnership interests through a public offering managed by E.F. Hutton Inc. The Partnership received $39,000,000 in subscriptions for units of limited partnership interests (at $5,000 per unit) during the period from March 7, 1984 to June 11, 1985. The Partnership will be dissolved only upon the expiration of 50 complete calendar years -- December 31, 2033 -- from the date of the formation of the Partnership or the occurrence of various other events as specified in the Partnership agreement. The principal business of the Partnership is to invest, directly or indirectly, in other limited partnerships which own or lease and operate Federal, state and local government-assisted housing projects. The general partners of the Partnership are National Partnership Investments Corp., a California Corporation, and National Partnership Investments Associates II. The business of the Partnership is conducted primarily by NAPICO, a subsidiary of Apartment Investment and Management Company, a publicly traded real estate investment trust. The Partnership holds limited partnership interests in 11 local limited partnerships as of both March 31, 2010, and December 31, 2009. The Partnership also holds a general partner interest in Real Estate Associates IV, which, in turn, holds limited partnership interests in nine additional Local Limited Partnerships; therefore, the Partnership holds interests, either directly or indirectly through REA IV, in twenty (20) Local Limited Partnerships. The general partner of REA IV is NAPICO. The Local Limited Partnerships own residential low income rental projects consisting of 1,387 apartment units at both March 31, 2010, and December 31, 2009. The mortgage loans of these projects are payable to or insured by various governmental agencies. The Partnership reported a net loss of $861,000 on $0 of revenue in 2011, compared with net income of $171,000 on $0 of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.23 million in total assets, $21.37 million in total liabilities and a $20.14 million total partners' deficit. For 2011, Ernst & Young LLP, in Greenville, South Carolina, expressed substantial doubt about the Partnership's ability to continue as a going concern. The independent auditors noted that the Partnership continues to generate recurring operating losses. In addition, notes payable and related accrued interest totaling approximately $16,164,000 are in default due to non-payment. REDDY ICE: Files for Chapter 11 With Pre-Negotiated Plan -------------------------------------------------------- Reddy Ice Holdings, Inc., and Reddy Ice Corporation on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete its previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice is also seeking to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Reddy Ice said it has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. and one or more of its parallel funds and related vehicles. The Company also said it intends to continue operations uninterrupted. Reddy Holdings, operating through its wholly owned subsidiary Reddy Corp, said it is largest manufacturer and distributor of packaged ice in the United States. The Company employs roughly 1,300 people on a full time basis and between 300 to 1,400 additional employees on temporary basis depending on the time of the season. None of the Company's employees are covered by collective bargaining agreements. Reddy Ice serves a variety of customers in 34 states and the District of Columbia under the Reddy Ice(R) brand name. The products are primarily sold throughout the southern United States, one of the most attractive regions in the country for packaged ice sales due to warm weather, extended peak selling seasons and historically favorable population growth patterns. As of March 30, 2012, the Company owned or operated 58 ice manufacturing facilities, 77 distribution centers and roughly 3,500 proprietary in-store bagging equipment. As of the same date, the Company maintained an aggregate daily ice manufacturing capacity of roughly 17,000 tons. Reddy Ice experienced significant net losses in 2010 and 2011. For the year ended Dec. 31, 2011, the Company had revenues of $328.5 million and a net loss of $68.6 million. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. According to the Company, over the last three years, its business and the ice industry in general has been adversely impacted by macroeconomic factors such as reduced consumer demand, fluctuating and generally higher commodity prices and the reduced availability of credit. The Company also blamed increased competition and high interest costs resulting from its highly leveraged capital structure. Chapter 11 Plan In 2011, the Company began to explore alternatives to address their capital structure. In recent months these efforts accelerated, with an informal committee of the largest holders of the Company's 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 Debtors' debt obligations. Centerbridge is one of the members of the informal committee. Plan support agreements have been executed by holders of roughly 60% of the principal amount of the First Lien Notes, 58% of the principal amount of the Second Lien Notes, and 92% of the principal amount of 10-1/2% Senior Discount Notes due 2012. The Plan provides for the restructuring of the Company's obligations with respect to the $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Jeffries & Company Inc., the Debtors' financial advisor, has determined the estimated range of enterprise value of the Reorganized Debtors, excluding cash on hand, to be roughly $382 million to $434 million (with a mid-point estimate of roughly $408 million) as of an assumed Effective Date of March 31, 2012. (A) First Lien Notes Under the Plan, Claims on account of the Company's 11.25% Senior Secured Notes due 2015 will be allowed for $300 million, plus interest, fees and expenses. Each holder of an Allowed First Lien Notes Claim is entitled to vote on the Plan. Holders of 59.97% of the aggregate amount of First Lien Notes are parties to the Restructuring and Plan Support Agreement and have agreed to vote in favor of the Plan. Holders of First Lien Notes are expected to recover 100%. The Plan seeks to amend the indenture governing the First Lien Notes to, among other things, permit: (i) the incurrence of incremental pari passu first lien financing for the planned acquisition of Arctic Glacier; (ii) an amendment to the change of control provisions to prevent the occurrence of a change of control as a result of the Chapter 11 restructuring; and (iii) an amendment to the reporting requirements to eliminate the need to continue as a reporting company under the Securities Exchange Act of 1934. The First Lien Notes will continue to be guaranteed by Reddy Holdings and will otherwise maintain the same obligations. In the event that the Company fails to consummate the Strategic Acquisition, Centerbridge has agreed to convert roughly $68.2 million in aggregate principal amount and accrued and unpaid interest of its First Lien Notes into preferred stock of Reddy Holdings with a liquidation preference of $75 million. (B) Second Lien Notes Claims on account of the Company's 13.25% Senior Secured Notes due 2015 will be allowed in the aggregate amount of $147.5 million, plus fees and expenses as of the Petition Date. Each holder of an Allowed Second Lien Notes Claim is entitled to vote on the Plan. Holders of 57.97% of the aggregate amount of Second Lien Notes are parties to the Restructuring and Plan Support Agreement and hence have agreed to vote in favor of the Plan. Each holder's Second Lien Notes will be exchanged for each holder's Pro Rata share of: (i) 6,094,327 shares of Reorganized Reddy Holdco Common Stock, subject to dilution in accordance with the other provisions of the Plan and a further distribution of Reorganized Reddy Holdco Common Stock in the event the Arctic Acquisition is consummated pursuant to the terms of the Plan; and (ii) the right to purchase shares of Reorganized Reddy Holdco Preferred Stock pursuant to a rights offering. Claimants under this group are expected to recoup between 11% and 44%. The recovery will increase in the event the Arctic Acquisition is consummated. (C) Discount Notes Under the Plan, Claims on account of the Company's 10-1/2% Senior Discount Notes due 2012, estimated to be $11.7 million, will be cancelled. However, subject to Bankruptcy Court approval and other conditions, the holders of the Discount Notes will receive the holder's ratable share of: (i) $4.68 million in cash on the consummation of the Restructuring; and (ii) promissory notes in an initial amount of $1.17 million payable on the three month anniversary of the consummation of the Restructuring. The Discount Notes payment due under the promissory notes will accrue interest at a rate of 7% per annum from the consummation of the Restructuring to the three month anniversary of the consummation of the Restructuring. In the event that the Strategic Acquisition is consummated prior to the three month anniversary of the consummation of the Restructuring, the principal amount of the promissory notes will be increased and the holders of the Discount Notes will receive their ratable share of an additional $2.34 million, which additional amount will accrue interest at a rate of 7% per annum from the consummation of the Restructuring until the three month anniversary of the consummation of the Restructuring. In the event that the Arctic Acquisition is consummated after the three month anniversary of the consummation of the Restructuring, the additional payment will be made within 10 business days following the Strategic Acquisition and will accrue interest at a rate of 7% per annum from the consummation of the Restructuring until the payment date. The payments to the existing holders of the Discount Notes will be made from the distributions under the Plan to the holders of the Second Lien Notes. Holders of Discount Notes may see a recovery of up to 50% in the event the Arctic Acquisition is consummated. (D) Common Stock Under the Plan, the common stock of Reddy Holdings will be cancelled. Existing common stockholders will be entitled to receive a cash payment of roughly $0.12 per share for their shares, with an additional payment of roughly $0.05 per share made in the event the Strategic Acquisition is consummated. Holders of common stock who hold at least 25,000 shares will be entitled to elect to receive common shares of reorganized Reddy Holdings in lieu of the cash payment. Assuming all existing shares converted into stock of reorganized Reddy Holdings, following the consummation of the Restructuring, holders of the existing common stock of Reddy Holdings would initially hold roughly 2.0% of the equity of reorganized Reddy Holdings (inclusive of the New Preferred Stock on an as converted basis). In the event that the Debtors consummate the Strategic Acquisition, holders of the existing common stock of Reddy Holdings who elected to receive shares of common stock of reorganized Reddy Holdings will be entitled to an additional distribution of shares of common stock of reorganized Reddy Holdings. The payments and the issuance of shares of reorganized Reddy Holdings to the existing holders of common stock will be made from the distributions made under the Plan to the holders of the Second Lien Notes. (E) Class A Common Stock Under the Plan, Centerbridge will receive one share of class A common stock of the reorganized Reddy Holdings. The holder of the share of the class A common stock will be entitled to vote with all voting securities of reorganized Reddy Holdings on all matters submitted to the holders of voting securities for vote. The share of class A common stock of reorganized Reddy Holdings will be entitled to 10,000,000 votes. Class A common stock of reorganized Reddy Holdings will not be entitled to the payment of any dividends or distributions and is redeemable by Reddy Holdings for $0.01 upon (x) the liquidation, dissolution or winding up of the affairs of Reddy Holdings or (y) the consummation or termination of the Strategic Acquisition. (F) Other Claims Holders of Reddy Holdings General Unsecured Claims, estimated between $73.5 million and $130.5 million, may see 0% to 5% recovery depending on their vote. According to the Plan documents, if holders of Reddy Holdings General Unsecured Claims vote as a class to accept the Plan, the holders of Allowed Second Lien Notes Guarantee Deficiency Claims will waive their right to participate in any distribution of the Reddy Holdings General Unsecured Claim Settlement Payments, and the remaining holders of Allowed Reddy Holdings General Unsecured Claims will receive their Pro Rata share of the Reddy Holdings General Unsecured Claim Settlement Payments. If the holders of Reddy Holdings General Unsecured Claims vote as a class to reject the Plan, then on the Effective Date the holders of Reddy Holdings General Unsecured Claims will not receive anything. The Debtors have provided all persons entitled to vote on the Plan until May 9, 2012 at 5:00 p.m. (prevailing Eastern Time), to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. A full-text copy of the Disclosure Statement explaining the Debtors' Plan is available at http://is.gd/XcxONX Arctic Glacier Acquisition Arctic Glacier also has encountered financial difficulties due to adverse trends in the ice industry in recent years. On Feb. 22, 2012, Arctic filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic has initiated a Sale and Investor Solicitation Process to seek sale proposals and investment proposals from qualified bidders. Reddy Ice disclosed that on March 28, it submitted a non-binding letter of intent to Arctic regarding participation in the SISP. The letter of intent contemplates Reddy Ice's acquisition of substantially all of Arctic's business and assets. On April 5, 2012, Reddy Ice was advised by the financial adviser to Arctic that the Company has been approved to move to phase 2 of the SISP. The successful bidder will be selected at the end of phase 2 of the SISP. The Debtors understand that pursuant to the SISP, the Final Bid Deadline for phase 2 bids is May 23, 2012. Rights Offering In connection with the Arctic acquisition, Reddy Ice has entered into an investment agreement with Centerbridge under which Centerbridge has committed to (a) backstop a $17.5 million rights offering for preferred stock of Reddy Holdings, (b) directly purchase New Preferred Stock in an amount not less than $7.5 million, (c) provide equity capital for the acquisition of Arctic and (d) in the event of the failure to acquire Arctic, exchange First Lien Notes for New Preferred Stock of Reddy Holdings, in each case subject to certain terms and conditions. The rights offering will be open to existing holders of Second Lien Notes on a ratable basis. The Rights Offering will result in net proceeds of $17.5 million and that $7.5 million to roughly $10.4 million in proceeds will be received under the Investment Agreement. The proceeds will be used for general corporate purposes, including payment of fees and expenses incurred in connection with the Plan and cash distributions called for under the Plan. Reddy Ice has filed a motion seeking Court permission to conduct the rights offerings and approved related procedures. $70MM DIP Financing Reddy Ice 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 which is expected to be in 45 days or less. Reddy Ice filed a series of first day motions to allow the Company to continue to operate in the ordinary course during the confirmation process. To this end, the Company is seeking approval in the United States Bankruptcy Court for the Northern District of Texas to continue the payment of wages, salaries and other employee benefits, and to uphold all of its commitments under existing customer programs. Reddy Ice said this process is not expected to have an impact on its operations and the Company will seek to pay unsecured trade vendors in the ordinary course. Additionally, under the proposed Plan, which is subject to Bankruptcy Court approval, Reddy Ice is seeking to, among other things, pay unsecured trade vendors in full. "Today we have taken a decisive step to strengthen our balance sheet and emerge a stronger company that is well positioned for investment in growth and enhanced profitability, while maintaining our commitments to our customers, employees and vendors," said Gilbert M. Cassagne, Chief Executive Officer and President. A hearing on Reddy Ice's so-called First Day Motions was set for April 13, 2012 at 10:00 a.m. The Honorable Stacey G. Jernigan presides over the case. 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. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Has Interim Approval of $70MM Macquarie DIP Loan ----------------------------------------------------------- Reddy Ice Holdings Inc. and Reddy Ice Corporation at the hearing on April 13, sought and obtained permission on an interim basis to borrow under a $70 million DIP financing facility with Macquarie Bank Limited, the sole lender and administrative agent, and use cash collateral securing their obligations to prepetition lenders. The Debtors said their businesses have an immediate need for financing under the DIP Facility and use of Cash Collateral in order to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, to make capital expenditures and to satisfy other working capital and operational, financial and general corporate needs. Macquarie, as successor to JP Morgan Chase Bank, N.A., is also the administrative agent under the Debtors' prepetition credit agreement. As of the Petition Date, Reddy Ice owed roughly $50 million plus interest, fees and expenses, and had no availability, under the Prepetition Credit Agreement. On March 27, 2012, Reddy Ice entered into an amendment of its existing credit facility with Macquarie. The amendment (i) eliminates the minimum liquidity contained in the existing credit facility through July 15, 2013 and (ii) permits Reddy Ice to obtain additional liquidity through (x) an additional $10 million term loan from Macquarie, secured by certain unencumbered real estate assets, and (y) the factoring of accounts receivable. In connection with obtaining the amendment and Macquarie's commitment for the additional term loan, Reddy Ice paid a non-refundable fee of $2.0 million to Macquarie in March 2012. On March 30, 2012, Reddy Ice obtained a waiver from Macquarie of any default or event of default that may have occurred as a result of Reddy Ice's failure to deliver its 2011 financial statements by March 30, 2012, or that may occur as a result of its delivery of 2011 financial statements containing an impermissible qualification as defined in the existing credit facility relative to substantial doubt about the Company's ability to continue as a going concern. The waiver extends the time period during which Reddy Ice may deliver the 2011 financial statements to Macquarie to April 16, 2012. Reddy Ice filed its annual report on April 12. Proceeds of the DIP Credit Facility will be used to repay the existing credit facility upon entry of the Interim DIP Order. The DIP Credit Facility will also provide additional liquidity during the restructuring process and will, subject to the satisfaction of certain conditions, be converted into a senior secured first lien revolving credit facility on substantially the same terms as the existing credit facility upon the Debtors' emergence from bankruptcy. Borrowings under the DIP Credit Facility will bear interest at a rate equal to LIBOR plus an applicable margin of 7.0% per annum, or, at the Debtors' option, the Alternative Base Rate plus an applicable margin of 6.0% per annum. LIBOR and the Base Rate are subject to floors of 1.5% and 2.5% respectively. The DIP Credit Facility will not provide for the issuance of letters of credit. The DIP Credit Facility will mature July __, 2012 -- three months from the date of initial availability under the DIP Credit Facility -- with a three month extension -- until Oct. __, 2012 -- at the Debtors' option, subject to limited conditions to extension, including the payment of an extension fee equal to 1.25% of the full amount of the DIP Credit Facility. The obligations under the DIP Credit Facility will be fully and unconditionally guaranteed by Reddy Holdings and will also be guaranteed by any future domestic subsidiaries of Reddy Corp. Subject to the approval of the bankruptcy court, the DIP Credit Facility will be collateralized by first priority liens on substantially all of Reddy Corp.'s assets and will be entitled to superpriority administrative claim status. Among others, the Debtors are required under the Interim DIP Order to reimburse (i) the ad hoc committee of First Lien and Second Lien Noteholders that was formed before the Petition Date for reasonable fees and expenses of Wachtell, Lipton, Rosen & Katz; Okin Adams & Kilmer LLP; and Houlihan Lokey in connection with the cases or under the First Lien Indenture and Second Lien Indenture; (ii) Centerbridge Partners, L.P. for reasonable fees and expenses of Kirkland & Ellis in connection with the cases or under the First Lien Indenture or Second Lien Indenture; (iii) the DIP Agent and the DIP Lenders for reasonable fees and expenses; (iv) the Prepetition Agent and the Prepetition Lenders for reasonable fees and expenses. The Court will hold a final hearing on the DIP facility on May 4, 2012, at 9:30 a.m. Objections are due no later than May 1. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. 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. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Organizational Meeting to Form Committee on April 19 --------------------------------------------------------------- U.S. Trustee William T. Neary will hold a meeting to form an unsecured creditors committee in the Chapter 11 case of Reddy Ice Holdings Inc. and Reddy Ice Corporation on April 19, 2012, at 11:00 a.m. (Central Time), at the United States Trustee 341 Meeting Room, Earl Cabell Federal Building, 1100 Commerce Street, Room 524, in Dallas, Texas. A representative of the debtor will attend the meeting to provide information regarding the status of the case. To increase participation in the chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the U.S. Trustee appoint a committee of unsecured creditors as soon as practicable after the petition date. The Committee ordinarily consists of the persons, willing to serve, who hold the seven largest unsecured claims of the kinds represented on such committee. There must be at least three unsecured creditors willing to serve in order to form the Committee. Members of the Committee are fiduciaries who represent all unsecured creditors as a group without regard to the types of claims which individual unsecured creditors hold against the debtor. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform such other services as are in the interests of the unsecured creditors whom it represents. Section 1103 also provides that the Committee may, subject to the bankruptcy court's approval, employ one or more attorneys, accountants or other professionals to represent or perform services for the Committee. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. 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. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Incurs $69.4 Million Net Loss in 2011 ------------------------------------------------ Reddy Ice Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $69.45 million on $328.46 million of revenue in 2011, compared with a net loss of $40.48 million on $315.45 million of revenue in 2010. Reddy Ice reported a net loss of $33.30 million on $54.88 million of revenue for the three months ended Dec. 31, 2011, compared with a net loss of $29.01 million on $55.25 million of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $434.03 million in total assets, $530.82 million in total liabilities and a $96.79 million total stockholders' deficit. PricewaterhouseCoopers LLP, in Dallas, Texas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss from operations for the years ended Dec. 31, 2011, and 2010, and had a stockholder's deficit as of Dec. 31, 2011. In addition, the Company expects to file voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code. A copy of the Form 10-K is available for free at: http://is.gd/5N5pHE About Reddy Ice Reddy Ice Holdings, Inc. is a 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. REDDY ICE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Reddy Ice Holdings, Inc. 7560 North Central Expressway Suite 1800 Dallas, TX 75231 Bankruptcy Case No.: 12-32349 Debtor-affiliate that filed separate Chapter 11 petition: Debtor Case No. ------ -------- Reddy Ice Corporation, Inc. 12-32350 Type of Business: Reddy Ice Holdings, Inc., manufactures and distributes packaged ice for sale to a highly diversified customers, including supermarkets, mass merchants and convenience stores. Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtors' Counsel: Vincent P. Slusher, Esq. DLA PIPER LLP US 1717 Main Street Suite 4600 Dallas, TX 75201 Tel: (214) 743-4572 Fax : (972) 813-6267 E-mail: vince.slusher@dlapiper.com - and - Gregg M. Galardi, Esq. Gabriella L. Zborovsky, Esq. Sarah E. Castle, Esq. DLA PIPER LLP US 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 E-mail: gregg.galardi@dlapiper.com gabriella.zborovsky@dlapiper.com sarah.castle@dlapiper.com - and - Chris L. Dickerson, Esq. Jeremy R. Hall, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, IL 60601-1293 Tel: (312) 368-4000 Fax: (312) 236-7516 E-mail: chris.dickerson@dlapiper.com jeremy.hall@dlapiper.com Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Investment Banker: JEFFERIES & COMPANY, INC. Debtors' Claims and Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC Total Assets: $434,029,000 as of Dec. 31, 2011 Total Debts: $530,827,000 as of Dec. 31, 2011 The petitions were signed by Steven J. Janusek, executive vice president, CFO and treasurer. Reddy Ice Holdings, Inc.'s List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ WELLS FARGO BANK, 13.25% Senior $(139,407,000) NATIONAL ASSOCIATION (TRUSTEE) Secured Notes James R. Lewis Due 2015 Vice President Wells Fargo Bank, N.A. 40 West 57th Street - 16th Floor New York, New York 10019 CENTERBRIDGE PARTNERS, LP 13.25% Senior $(29,315,000) 375 Park Ave., 12th Fl., Secured Notes New York NY 10152 Due 2015 Eric Hoffman COURAGE CAPITAL 13.25% Senior $(27,851,000) MANAGEMENT, LLC Secured Notes 4400 Harding Rd, 5th Fl. Due 2016 Nashville, TN 37205 David Young ARBITER PARTNERS 13.25% Senior $(20,647,000) 149 5th Avenue Floor 15 Secured Notes New York, NY 10010-6890 Due 2017 Ross Levin FIDELITY MANAGEMENT & 13.25% Senior $(19,950,000) RESEARCH COMPANY Secured Notes 245 Summer St., 14th Fl. Due 2018 Boston, MA 02210 Brian Hough U.S. BANK NATIONAL ASSOCIATION 10.5% Senior $(11,736,000) (TRUSTEE) U.S. Bank Discount Notes C/O Corporate Trust due November Administrator for Reddy Ice 2012 EP-MN-WS3C 60 Livingston Avenue St. Paul MN 55107-1419 T. ROWE PRICE ASSOCIATES, INC. 10.5% Senior $(7,556,000) Jeffrey M. Anapolsky Discount Notes High Yield - Special Situations due November T. Rowe Price 2012 100 East Pratt Street Baltimore, MD 21202-1009 AVENIR CORPORATION 13.25% Senior $(6,067,000) 1775 Pennsylvania Ave N.W. #650 Secured Notes Washington DC, 20006 Due 2019 Peter Keefe WELLS FARGO SECURITIES, LLC 13.25% Senior $(4,216,000) 525 Market St., 10th Fl. Secured Notes San Fransico CA, 94105 Due 2020 HY Desk INTERLAKEN MANAGEMENT 13.25% Senior $(3,552,000) LLC Secured Notes 142 Old Ridgefield Rd, Ste 202 Due 2021 Wilton, CT 06897 Richard Sauer FOXHILL CAPITAL PARTNERS, L 13.25% Senior $(3,000,000) 502 Carnegie Ctr., #104 Secured Notes Princeton NJ, 08540 Due 2021 Neil Weiner USAA INVESTMENT 10.5% Senior $(2,175,000) MANAGEMENT COMPANY Discount Notes Bank Services Bldg. due November 10750 R.S. McDermott Fwy. 2012 San Antonio, TX 78230 Duncan Vise PARADIGM CAPITAL CORPORATION 13.25% Senior $(2,000,000) 100 Throckmorton St., #700 Secured Notes Fort Worth TX, 76102 Due 2023 Emmett Murphy JACK BRUCKER 13.25% Senior $(1,411,000) 9290 E. Thompson Peak Pkwy, Secured Notes Unit 417 Due 2024 ScottsdaleAZ 85255 Jack Bruckner JPMORGAN SECURITIES 13.25% Senior $(1,280,000) 270 Park Avenue Secured Notes New York, NY 10017 Due 2025 HY Desk ROUMELL ASSET MANAGEMENT, LLC 10.5% Senior $(1,034,000) Two Wisconsin Cir., #660 Discount Notes Chevy Chase, MD 20815 due November Jason Nelson 2012 VALINOR MANAGEMENT, LLC 13.25% Senior $(500,000) 510 Madison Ave., 25th Fl. Secured Notes New York NY, 10022 Due 2026 Thomas Minter PORT ROYAL PARTNERS 13.25% Senior $(291,000) CAPITAL MANAGEMENT, LLC Secured Notes 643 Magazine Street, Suite 402 Due 2027 New Orleans, LA 70130 Brian Trahan AEGIS FINANCIAL CORPORATION 10.5% Senior $(13,000) Discount Notes due November 2012 ASPEN NATIONAL FINANCIAL, 10.5% Senior $(10,000) INC Discount Notes due November 2012 REDDY ICE: Moody's Lowers PDR to 'D' Following Bankruptcy Filing ---------------------------------------------------------------- Moody's Investors Service downgraded Reddy Ice Holdings, Inc.'s probability of default rating to D from Ca. The probability of default rating was downgraded because the company filed a voluntary Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankrupt Court for the North District of Texas. As part of this action, Moody's affirmed the company's Ca corporate family rating and all instrument ratings. Rating downgraded: Reddy Ice Holdings, Inc. Probability of default rating to D from Ca Ratings affirmed: Reddy Ice Holdings, Inc. Corporate family rating at Ca $12 million 10.5% senior discount notes due 2012 at C (LGD6, 96%) Speculative grade liquidity rating at SGL-4 Reddy Ice Corporation $300 million first lien senior secured notes due 2015 at Caa3 (LGD3, 37%). Point estimate revised from (LGD3, 38%) $139 million second lien senior secured notes due 2015 at C (LGD5, 84%) Ratings Rationale Subsequent to the rating actions, Moody's will withdraw the ratings because Reddy Ice has entered bankruptcy. The principal methodology used in rating Reddy Ice Holdings, Inc. 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. Reddy Ice Holdings, Inc. through its wholly-owned subsidiary, Reddy Ice Corporation, manufactures and distributes packaged ice products. Estimated revenues for the fiscal-year ended December 31, 2011 were approximately $329 million. REDDY ICE: S&P Cuts Corp. Credit Rating to 'D' on Ch. 11 Filing --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Dallas- based Reddy Ice Holdings Inc. to 'D', including its corporate credit rating, to 'D' from 'CC'. "The company announced that it has voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code, and has also secured commitments for a $70 million debtor-in-possession (DIP) financing from Macquarie Bank Limited. As of Dec. 31, 2011, the company had total debt outstanding of about $471.5 million," S&P said. "The recovery rating on Reddy Ice Corp.'s 11.25% senior secured notes due March 2015 remains '4', indicating that we believe lenders can expect average (30%-50%) recovery in the reorganization process. Reddy Ice Corp.'s 13.25% senior secured notes due November 2015 and Reddy Ice Holdings' 10.5% senior unsecured discount notes due November 2012 recovery ratings remain '6', indicating that lenders can expect negligible (0-10%) recovery in the reorganization process. These existing recovery ratings assume the company successfully reorganizes, but has not incorporated Reddy Ice's recently announced pursuit to acquire all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, which filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the U.S. Bankruptcy Code in February 2012," S&P said. "The downgrade to 'D' is in accordance with our criteria and follows Reddy Ice's announcement that it has voluntarily filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code." "During 2011 and 2010, Reddy Ice experienced extremely weak operating performance due to a combination of pricing declines as a result of intense competition across the company's markets and rising commodity costs amid sluggish economic conditions," said Standard & Poor's credit analyst Jean Stout. "The company was also burdened by a highly leveraged capital structure." RITE AID: Incurs $368.5 Million Net Loss in Fiscal 2012 ------------------------------------------------------- Rite Aid Corporation reported a net loss of $161.25 million on $7.14 billion of revenue for the 14 weeks ended March 3, 2012, compared with a net loss of $205.69 million on $6.45 billion of revenue for the 13 weeks ended Feb. 26, 2011. The Company reported a net loss of $368.57 million on $26.12 billion of revenue for the 53 weeks ended March 3, 2012, compared with a net loss of $555.42 million on $25.21 billion of revenue for the 52 weeks ended Feb. 26, 2011. The Company's balance sheet at March 3, 2012, showed $7.36 billion in total assets, $9.95 billion in total liabilities and a $2.58 billion total stockholders' deficit. "We made strong progress in fiscal year 2012 and feel positive about our improved business results, highlighted by same store sales and Adjusted EBITDA increases for the fifth consecutive quarter," said Rite Aid President and CEO John Standley. "Thanks to the hard work and dedication of the entire Rite Aid team throughout the year, we achieved these outstanding results by more than doubling the number of flu shots we administered last year; completing 274 wellness remodels; significantly growing our Rite Aid brand program; and achieving continued success with our award-winning wellness+ customer loyalty program. While there is still hard work ahead, I am pleased we are beginning our new fiscal year with positive momentum," Standley added. A copy of the press release is available for free at: http://is.gd/Csg3AA About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has more than 4,700 stores in 31 states and the District of Columbia and fiscal 2010 annual revenues of $25.7 billion. * * * In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit rating. During that time, Moody's Investors Service also affirmed its Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating. "The ratings reflect our expectation that Camp Hill, Pa.-based retail drugstore chain Rite Aid Corp.'s financial risk profile will remain 'highly leveraged', despite improving sales trends, due to its significant debt," said Standard & Poor's credit analyst Ana Lai. Moody's said, Rite Aid's Caa2 Corporate Family Rating reflects its weak credit metrics and unsustainable capital structure with debt to EBITDA of 8.8 times and EBITA to interest expense of 0.8 times. Although Moody's believes that Rite Aid earnings will benefit from Walgreen's dispute with Express Scripts as well as from the strong generic pipeline, Moody's anticipates that lower reimbursement rates will offset some of this positive earnings pressure. Thus, Moody's forecasts that Rite Aid's credit metrics will remain weak. In addition, Rite Aid faces a tradeoff between the need to address its sizable 2014 and 2015 debt maturities against the likelihood that any refinancing will be at a higher interest rate. Should Rite Aid successfully refinance its 2014 and 2015 debt maturities, its borrowing costs will likely increase further weakening Rite Aid's interest coverage. Consequently, Moody's is concerned that Rite Aid may choose to voluntarily restructure its debt over the medium term. ROAD INFRASTRUCTURE: S&P Rates Corp. Credit 'B'; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Dallas-based Road Infrastructure Investment LLC. The outlook is stable. "At the same time, we assigned 'B+' issue-level ratings (one notch above the corporate credit rating) and '2' recovery ratings to the company's $290 m0illion first-lien facilities, consisting of a $38 million revolving credit facility due 2017 (reduced from $50 million) and a $252 million first-lien term loan due 2018 (increased from $240 million). The '2' recovery rating indicates our expectation of substantial recovery (70% to 90%) in the event of a payment default," S&P said. "We also assigned a 'CCC+' issue-level rating (two notches below the corporate credit rating) and a '6' recovery rating to the company's $115 million second-lien term loan due 2018. The '6' recovery rating indicates our expectation of negligible recovery (0% to 10%) in the event of a payment default. Road Infrastructure Investment LLC used the proceeds from its debt issuance to pay down Ennis' and Flint's existing credit facilities," S&P said. "The ratings on Road Infrastructure reflect our assessment of the company's business risk profile as 'weak' and financial profile as 'highly leveraged,'" S&P said. "Road Infrastructure is a holding company that was formed to effect the combination of Ennis Paint Inc. and Flint Trading Inc., both of which are controlled by Brazos Private Equity Partners LLC. The company used proceeds from the recently completed financing to refinance Ennis and Flint legacy debt, to pay related fees and expenses, and for cash on the balance sheet. Brazos Private Equity Partners remains the majority owner of both companies, with the balance held by management," S&P said. "The ratings on Road Infrastructure incorporate our expectation of highly leveraged financial metrics, seasonal sales concentrated in the second and third quarters, vulnerability to raw material price fluctuations, and potential challenges with the integration of the Ennis and Flint businesses," said Standard & Poor's credit analyst Liley Mehta. "Partially offsetting these factors are the company's leading market shares across its key product lines, long-standing customer relationships with contractors and local and state government entities, geographic and customer diversity, and steady base of recurring demand as sales largely come from the maintenance of roads versus new lane markings." "The stable outlook reflects our expectations for modest EBITDA and cash flow improvement based on our overall favorable outlook for, and recurring nature of, demand for pavement markings; the company's expanding position in emerging markets; and cross- selling opportunities for preformed thermoplastics. The outlook also reflects our belief that the company will generate sufficient free cash flow to fund debt servicing requirements and maintain adequate liquidity. We assume management and the company's owners will support credit Quality, and, therefore, we have not factored into our analysis any dividend distributions or large debt- financed acquisitions. We expect Road Infrastructure to pursue modest bolt-on acquisitions aimed at extending its product and geographic diversity in a manner that preserves credit quality," S&P said. "Our base case assumes low-single-digit percent revenue growth as a result of higher volumes over the next two years, and we expect margins will remain flat at 2011 levels over this period. We could lower the ratings if free cash flow generation turns negative or if liquidity deteriorates meaningfully. Based on our downside scenario, we could lower the ratings if revenue growth stalled or turned negative, and unexpected business challenges reduce the company's EBITDA margins by 200 basis points or more from current levels, resulting in FFO to total adjusted debt of about 5%. This could happen if Road Infrastructure is unable to fully pass through raw material price increases in a timely manner," S&P said. "Although unlikely at this time, we could raise the ratings if high-single-digit percent revenue growth, coupled with EBITDA margin improvement of 200 basis points, resulted in FFO to total debt of more than 12% on a consistent basis," S&P said. RUSSEL METALS: Moody's Rates C$300MM Sr. Unsecured Notes 'Ba1' -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Russel Metals' proposed C$300 million senior unsecured notes. At the same time, Moody's affirmed the company's Ba1 corporate family rating, Ba1 probability of default rating, and Ba1 rating for the existing US$139 million 6.375% senior unsecured notes due 2014. The rating outlook is stable. The proceeds from the proposed note offering will be used to repay debt including the redemption of the US$139 million 6.375% senior unsecured notes due 2014 as well as for general corporate purposes, including acquisitions. When the 6.375% senior unsecured notes are redeemed, the rating will be withdrawn. The following rating actions were taken: Proposed C$300 million senior unsecured notes, assigned Ba1, LGD4-58%; Corporate family rating, affirmed Ba1; Probability of default rating, affirmed Ba1; Existing 6.375% senior unsecured notes, affirmed Ba1, LGD4-58%; The rating outlook is stable. Ratings Rationale The Ba1 corporate family rating considers Russel Metals' solid market position in the Canadian metal service center industry, its size and scale, a history of stable cash flow generation, relatively low leverage, counter-cyclical working capital investment that enhances liquidity in down markets, and a disciplined and successful acquisition track record. However, the rating also reflects the company's exposure to highly volatile end-markets and pricing, and, therefore, volatile earnings generation. The rating reflects Moody's view that Russel Metals will continue to expand its revenue and earnings generation in 2012 as demand and product pricing in the majority of its end markets continues to improve. Although the proposed note offering will result in an incremental increase in debt of approximately $160 million (assuming all of the 6.375% notes are tendered) and contribute to proforma leverage, as measured by the debt-to-EBITDA ratio, increasing to 2.3x from 1.6x at December 31, 2011, the company has built a sufficient cushion to be able to withstand a temporary increase in debt. Moody's anticipates that continued improvement in the company's earnings profile will allow for an improvement in its leverage position over the next 12 to 18 months. In addition, with respect to any ongoing acquisition activity to further strategic growth objectives, Moody's expects that the company will continue to exercise a disciplined and conservative approach, consistent with its historical practices. With respect to the steel industry operating environment in 2012, Moody's expects year-over-year improvement; however, Moody's anticipates the second half of the year will be weaker than the first reflecting inventory restocking and destocking patterns seen in recent years. The stable outlook reflects Russel Metals' solid operating performance through a full economic cycle, relatively conservative financial profile, and Moody's belief that the company's credit metrics will continue to improve as end-market demand continues to gradually recover to higher sustainable levels. Russel Metals has a solid liquidity position supported by its healthy cash balance of $271 million at December 31, 2011, the availability of about $221 million under its primary revolving credit facility and the U.S. subsidiary credit facility, comfortable room under financial covenants and an extended debt maturity profile. The company's working capital requirements will continue to be countercyclical, increasing during a rising price and volume environment and releasing cash in a declining price environment. Moody's expects working capital requirements to be higher in the first half of 2012 but comfortably accommodated within its liquidity profile. Upward pressure on the ratings is unlikely in the intermediate term given the increase in the company's leverage position, potential acquisition activity, as well as the end markets of steel and energy, which while continue to demonstrate consistent but slow improvement. Additionally, the secured nature of Russel Metals' credit facility is an impediment to an upgrade since Moody's believes that a capital structure with sizable secured debt, and therefore multiple classes of creditors, is incompatible with an investment grade rating profile. Negative pressure could occur if the company's credit metrics weaken, namely if adjusted debt-to-EBITDA increases to above 3.0x, and EBIT interest coverage declines to below 4.0x. The principal methodology used in rating Russel Metals' was the Global Distribution & Supply Chain Services Industry Methodology published in November 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. Russel Metals, headquartered in Mississauga, Ontario, is a leading metal distributor in North America, operating in three distinct metal distribution segments: Metals Service Centers, Energy Tubular Products, and Steel Distributors. Russel Metals operates 61 metals service centers and 7 energy tubular products locations in Canada and the U.S., with approximately 69% of revenues earned in Canada. In 2011, the company generated approximately C$2.7 billion in revenue. SABA: Receives NASDAQ Noncompliance Notification Letter ------------------------------------------------------- Saba disclosed that on April 11, 2012, the Company received from the Listing Qualifications Department of The NASDAQ Stock Market LLC, as expected, notification of Saba's noncompliance with Nasdaq Listing Rule 5250(c)(1) due to Saba's previously announced delay in filing its Form 10-Q for the period ended February 29, 2012. The Nasdaq notification letter sets forth that the Company has 60 days to submit a plan to regain compliance. The Company anticipates that it will file its Form 10-Q within the 60-day period and that it will fully regain compliance with the Nasdaq continued listing requirements upon such filing of its Form 10-Q. In the event the Company is unable to file its Form 10-Q before the end of such 60-day period, the Company is required to submit to Nasdaq a plan to regain compliance with Nasdaq's continued listing requirements no later than June 11, 2012. If Nasdaq accepts the plan submitted by the Company, Nasdaq can grant an exception to regain compliance up to October 8, 2012. If Nasdaq does not accept the Company's plan, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would have the right to appeal a determination to delist its common stock, and the common stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process. About Saba SABA is a provider of people-centric enterprise solutions. The company delivers cloud-based learning management, talent management, and social enterprise solutions to transform the way people work. Headquartered in Redwood Shores, California, Saba has offices on five continents. SAN DIEGO NATURAL HISTORY: Moody's Affirms 'Caa2' Rating on COP --------------------------------------------------------------- Moody's Investors Service has affirmed the Caa2, rating on San Diego Natural History Museum's Series 1998 Certificates of Participation (COP) issued through the County of San Diego. The outlook remains negative. Summary Rating Rationale The Caa2 rating and negative outlook for the San Diego Museum of Natural History reflects its extremely weak financial position, given a thin balance sheet, considerably weak, although improved, operating performance in FY 2011, continued extremely limited liquidity and reliance on a conditional donor pledge to pay for debt service. Moody's notes the legal security is relatively weak, with no mortgage or deed of trust on the land or building occupied by the Museum as the property is owned by the City of San Diego. Challenges * Extremely thin unrestricted liquidity, with unrestricted monthly liquidity of only $369,000 for FY 2011's fiscal year end of June 30 or only 13 monthly days cash on hand (days cash on hand from investments that can be liquidated in one month or less), both levels lower than FY 2010 of $794,000 and 22 days, respectively. SDNHM entered into three sales of accounts receivables sales to the museum's endowment as "arm's length" transactions to ease liquidity needs during Summer 2011, with the loans largely repaid within weeks after borrowing. * Continued reliance on a foundation gift to help fund SDNHM's payment obligations on the outstanding 1998 COPs. The gift expires in 2015 and can be terminated as it is annually contingent upon the museum's financial performance. The payments are timed to provide full and timely payment of the museum's obligations for the COPS. * High leverage relative to balance sheet and operations, with expendable-resources to debt of zero (reflecting slightly negative expendable financial resources) and debt to revenues of 1.2 times. * Total museum investments of only $11.9 million that are largely permanently restricted and unavailable for holders of the COPs. * Continued vulnerability to visitor levels, with a decline in visitors to 296,000 in FY 2011 from a high of 446,000 in FY 2010, with the largest decline in paid visitors. Visitor levels in the current FY 2012 are higher than last year, reflecting the "Titanic: The Artifact Exhibition" currently running through September 2012. As of 2/29/2012, paid visitors are reported to be below budget, although revenues are higher due to higher ticket prices reflecting the Titanic exhibit. Strengths * Termination and full repayment of the remaining balance on the bank operating line of credit through loans from three foundations, including the Sefton Foundation, a regular supporter of the museum, resulting in a removal of a covenant that 50% of any unrestricted gift over $750,000 had to be applied against the line's outstanding balance. * Continued support of board members through gifts, as well as increased board oversight of SDNHM's operations and entering into strategic planning to address the looming end of the debt service funding in 2016 from the foundation grant. * Modestly improved operations to balanced operations and improved cash flow in FY 2011, as calculated by Moody's, reflecting expense measures taken during FY 2010 and FY 2011, including staffing reductions. FY 2012 results to date are running better than budgeted. * Annual support of approximately $340,000 from the City of San Diego through tourism-related sales tax revenues and nearly $100,000 from the County of San Diego, although no extraordinary support is expected. * Beneficiary of a $7.0 million State of California grant to create permanent exhibition space that SDNHM expects will reduce its reliance on traveling exhibits and the heightened associated costs. Outlook The negative outlook reflects ongoing pressure on financial operations of the museum and its very limited cash flow to meet monthly expenditures and to ultimately fund the payments on the COPs. What Could Make The Rating Go Up Robust growth in financial resources and liquidity coupled with a trend of stabilized and balanced operating performance with no reliance on operating lines or outside loans. What Could Make The Rating Go Down Failure to receive support payment from the foundation to fund the COPS repayments; inability to rebuild or further deterioration in unrestricted cash and investments; continued shortfalls in operating performance or attendance. Principal Rating Methodology The principal methodology used in this rating was Moody's Rating Approach for Not-for-Profit Cultural Institutions published in November 2004. SALT ROCK: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Salt Rock Narrows LLC P.O. Box 2850 Windermere, FL 34786 Bankruptcy Case No.: 12-04746 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Eric A. Lanigan, Esq. LANIGAN & LANIGAN, PL 831 W. Morse Boulevard Winter Park, FL 32789 Tel: (407) 740-7379 Fax: (407) 740-6812 E-mail: ecf@laniganpl.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 three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-04746.pdf The petition was signed by Robert T. Ogden, manager/member. SAPPHIRE VP: Chapter 11 Filing Forestalls Foreclosure ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Sapphire VP LP and Diamond Beach VP LP, owners of the Texas Beach Sapphire South Padre Condominiums and the Diamond Beach condominiums in Galveston, Texas, respectively, sought Chapter 11 protection to stop foreclosure scheduled for April 3. The South Padre project has a value of $34 million to $37 million and secures a mortgage of $32.3 million. The Galveston project has a liquidation appraisal value of $29.4 million and secures a $27.7 million mortgage. Both properties were damaged by hurricanes in 2008. International Bank of Commerce from Houston is the holder of the mortgages on both properties. The owners say that IBC bought the mortgages from the original lenders at "significant discount." Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2, 2012. Sapphire, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3 million in liabilities in its schedules. The Debtor owns the Sapphire Condominiums located at South Padre Island, Texas. The property is worth $35 million and secures a $32.3 million debt. Judge Richard S. Schmidt oversees the case. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as counsel to the Debtor. The petition was signed by Randall J. Davis, as manager of the Debtor's general partner. SEALY CORP: H Partners to Inhibit from Voting for Directors ----------------------------------------------------------- H Partners Management, LLC, a beneficial owner of approximately 15.3% of Sealy Corporation's outstanding shares, intends to withhold votes for all of Sealy's director nominees at the Company's upcoming Annual Meeting of Stockholders scheduled for Wednesday, April 18, 2012. "Sealy's Board of Director nominees must be held accountable for overseeing significant value destruction," said Usman Nabi, Partner at H Partners. "We seek change that will benefit all stockholders. H Partners has an excellent track record of collaborating with boards and management teams to achieve strong results, and is eager to work constructively with the Board to restore Sealy to its former greatness." H Partners noted that leading independent proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co both recommend that stockholders withhold votes for multiple Sealy Directors. Both advisory firms recommend withholding votes for director nominees Deborah Ellinger, James Johnston, and Gary Morin. In addition to these three directors, Glass Lewis recommends that Sealy stockholders withhold votes for Dean Nelson and Richard Roedel. Gary Morin, head of Sealy's Nominating & Corporate Governance Committee, was specifically cited by Glass Lewis for allowing a KKR-affiliated director to exert excessive influence. Glass Lewis stated that Sealy's current governance is not sufficiently "pro- shareholder" because "The Company's non-executive chairman is an affiliated director and the Company has neither appointed an independent chairman nor an independent lead or presiding director." Similarly, the ISS report noted: "The chairman of the board is a non-independent non-executive director." In addition, ISS and Glass Lewis noted potential conflicts of interest at Sealy. ISS cautioned that "33.33% of directors were involved in material RPTs [related-party transactions]." Glass Lewis singled out Dean Nelson, CEO of KKR Capstone, for his conflicts of interest: "Nominee NELSON serves as CEO of KKR Capstone, which, along with KKR, received approximately $1.3 million from the Company for portfolio consulting services in the fiscal year 2011. We question the need for the Company to engage in consulting relationships with its directors. We view such relationships as potentially creating conflicts for directors, as they may be forced to weigh their own interests in relation to shareholder interests when making board decisions. In addition, a company's decision regarding where to turn for the best portfolio consulting services may be compromised when doing business with the firm of one of the company's directors." H Partners made the decision to withhold its votes for incumbent directors only after careful consideration of Sealy's performance, strategy and corporate governance structure. Since Sealy's IPO in 2006, KKR-dominated boards have overseen the destruction of $1.2 billion, or almost 90 percent, of common equity value. H Partners believes that Sealy's Board has: 1. overloaded Sealy with debt and taken a short-term approach; 2. made numerous strategic errors resulting in an approximate 50 percent decline in earnings; 3. repeatedly made questionable CEO selections; 4. allowed Dean Nelson, CEO of KKR's in-house consulting firm and a Sealy Director, to exert excessive operational influence with no accountability for his poor performance; and 5. paid at least $20.9 million to KKR since Sealy's IPO in 2006, which represents a transfer of value from Sealy stockholders to KKR and its affiliates. Sealy's underperformance has continued in 2012. Sealy's domestic sales grew 0.7 percent in the fiscal first quarter of 2012, significantly below the industry's 26 percent growth during the same period. This implies that Sealy is losing market share at an alarming rate and may have recently lost the number one market position it has held for decades. Consistent with H Partners' views, Glass Lewis stated: "We believe an entity with a significant portion of the Company's voting power should be entitled to board representation in proportion to its ownership interest." Based on this principle, H Partners urges Sealy to add three directors chosen by the 53.8 percent non-KKR stockholders. As a 15.3 percent owner with strong qualifications, H Partners should be entitled to add one representative to the Board. In addition, H Partners urges Sealy to create a "Conflicts Committee" comprised solely of independent directors. H Partners believes that Sealy is at a critical inflection point. The Company is searching for a CEO while its performance continues to deteriorate. In these challenging circumstances, it is imperative that Sealy seeks representation and input from all stockholders. About Sealy Corp. Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) -- http://www.sealy.com/-- is the largest bedding manufacturer in the world with sales of $1.5 billion in fiscal 2008. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), including SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 customers with more than 7,000 retail outlets. The Company reported a net loss of $9.88 million for the 12 months ended Nov. 27, 2011, and a net loss of $13.74 million during the prior year. The Company reported a net loss of $15.20 million for the three months ended Nov. 27, 2011. The Company's balance sheet at Feb. 26, 2012, showed $936.26 million in total assets, $999.50 million in total liabilities, and a $63.24 million total stockholders' deficit. * * * Sealy carries 'B' local and issuer credit ratings from Standard & Poor's. SHERRITT INTERNATIONAL: DBRS Confirms 'BB(high) Issuer Rating ------------------------------------------------------------- DBRS has confirmed the Issuer Rating and Senior Unsecured Debt rating of Sherritt International Corporation at BB (high) with Stable trends. In addition, the recovery rating for Sherritt's Senior Unsecured Debt under a hypothetical default scenario remains at RR4. Sherritt's credit metrics remained stable in 2011 and are adequate for the rating, with gross leverage at year-end at 35%; cash flow- to-total debt of 20% and EBITDA interest coverage at 5.0 times. Operating income of $420 million in 2011 continued to recover from a 2009 recessionary low, but failed to match the record level of $583 million set in 2007. Mixed production results since 2009 have been matched by generally higher commodity prices and higher costs. Sherritt's credit metrics continue to remain stable as solid operating cash flow and the financing self-sufficiency of operating units has led to positive net free cash flow in 2010 and 2011. Sherritt's cash contributions to the Ambatovy project via partner loans have driven debt increases. These non-recourse loans represented 40% of the Company's December 31, 2011, gross debt. The RR4 recovery rating for Sherritt's Senior Unsecured Debt corresponds to an estimated 30% to 50% recovery of principal amounts of the senior unsecured debentures under a hypothetical default scenario. The RR4 rating, in turn, results in no change (notching) to the rating of Sherritt's Senior Unsecured Debt. Sherritt's diverse operations allow it to generate steady operating earnings and cash flow in comparison with many other mining companies. Nonetheless, 2012 and 2013 are expected to be challenging years for the Company as it seeks to fund the completion of its 40%-owned Ambatovy project in Madagascar in an environment of weakening commodity prices and ongoing political and economic uncertainties in Cuba (a major source of Company's earnings) and elsewhere. Sherritt faces potentially significant capital outlays in a period of constrained financial flexibility as it completes the Ambatovy project. The Company's short-term liquidity is currently provided by approximately $630 million in cash and short-term investments complemented by $288 million in unutilized non-Ambatovy specific credit capacity, all under facilities that require renewal in 2012. DBRS estimates that Sherritt will require approximately $250 million to complete Ambatovy in addition to capital and dividend needs of existing operations and other growth opportunities. It is DBRS's view that Sherritt will be able to source the funding required to bring Ambatovy to completion such that the project financing will become non-recourse, but that the Company's flexibility to face any unforeseen demand for funds could be strained. SINCLAIR BROADCAST: BlackRock Ceases to Hold 5% Equity Stake ------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock Inc. disclosed that, as of March 30, 2012, it beneficially owns 2,599,004 shares of common stock of Sinclair Broadcast Group Inc. representing 4.99% of the shares outstanding. As reported by the Troubled Company Reporter on Feb. 13, 2012, BlackRock reported beneficial ownership of 2,691,274 common shares or 5.17% equity stake. A copy of the amended filing is available for free at http://is.gd/9Uhx4l About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion in total assets, $1.68 billion in total liabilities, and a $111.36 million in total deficit. The Company said in its annual report for 2011 that any insolvency or bankruptcy proceeding relating to Cunningham, one of its local marketing agreement partners, would cause a default and potential acceleration under a Bank Credit Agreement and could, potentially, result in Cunningham's rejection of the Company's seven LMAs with Cunningham, which would negatively affect the Company's financial condition and results of operations. * * * As reported by the Troubled Company Reporter on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sinclair Broadcast Group to 'BB-' from 'B+'. The rating outlook is stable. SITEL WORLDWIDE: S&P Rates $200MM Sr. Secured 1st Lien Notes 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Nashville-based outsourced customer care services provider Sitel Worldwide Corp. to stable from negative. "We also affirmed our 'B' corporate credit rating on the company," S&P said. "At the same time, we rated the company's $200 million senior secured senior first-lien notes (issued by both Sitel LLC and Sitel Finance Corp.) 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating the expectation for a meaningful (50%-70%) recovery in the event of a payment default. Sitel Worldwide Corp. is the guarantor of the notes," S&P said. "We also revised our recovery rating on the company's existing senior secured first-lien debt to '3' from '2'. The '3' recovery rating indicates the expectation for meaningful (50% to 70%) recovery, reflecting the potential for increased incremental senior secured first-lien debt in a default scenario," S&P said. "The outlook revision reflects the reversal of revenue erosion, related to lower business volumes and customer attrition," said Standard & Poor's credit analyst William Backus, "and our expectation of improved financial metrics, reduced restructuring charges, and generation of near break-even free operating cash flow (FOCF) over the near term." "In addition, we have a recovery rating of '5' on Sitel's $300 million senior unsecured notes, indicating the expectation for modest (10%-30%) recovery in the event of a payment default. The issue-level rating on those notes is 'B-', one notch below the corporate credit rating," S&P said. "We expect that Sitel's revenue will stabilize at current levels due to ongoing investments and enhancements to its sales and marketing process," added Mr. Backus. "We also estimate that EBITDA and financial leverage ratios will remain relatively stable over the near term as the company's actions to rationalize operating expenses continue to be successful. We also expect that its negative FOCF, which we measure at negative $65 million for fiscal year 2011 (including our adjustments for operating leases), will improve over the near term, largely due to reduced restructuring costs, and become positive during fiscal year 2013." "The outlook is stable, reflecting improved revenue over the past year and our expectation that Sitel's revenue and adjusted profits will be sustained at current levels over the near term. A possible upgrade is limited until Sitel can demonstrate sustained revenue growth and break-even or positive cash flow. Alternatively, we could lower the rating if operating results worsen so that free cash flow does not approach break-even over the coming year," S&P said. SMART & FINAL: S&P Keeps 'B-' Corp Credit Rating on Watch Positive ------------------------------------------------------------------ Standard & Poor's Ratings Services was keeping its ratings on Commerce, Calif.-based Smart & Final Holding Corp., (Smart & Final) including its 'B-' corporate credit rating, on CreditWatch with positive implications, following its announcement that it has paid down the outstanding borrowings of its CMBS loan with the proceeds from the sale and leaseback of company-owned properties. "On Jan. 6, 2012, we placed Smart & Final Holding on CreditWatch with positive implications, following its announcement that it paid down outstanding borrowings of its CMBS loan with proceeds from the sale and leaseback of company-owned properties," said Standard & Poor's credit analyst Charles Pinson-Rose. "Consequently, the company has no significant near-term maturities, and we now view the company as having 'adequate' liquidity." "Moreover, we believe the terms of the transaction could be credit-accretive, given our methodology of adjusting debt for operating lease commitments. We also forecast the company will continue to grow profits and enhance credit ratios, and therefore, we may consider a higher rating in the future," S&P said. "The company's operating performance improved significantly through the first three quarters of 2011, which exceeded our expectations. Comparable-store sales likely rose in the high- single-digit area annually in 2011 and EBITDA growth was even more robust. In our opinion, the sales and profit gains are a result of the company's position as a low-priced, no-fee, club-style store. Consequently, we believe that the company has benefitted from sustained weakness in the economy and more moderate price competition among traditional grocery stores, which we believe has made the company's price points more appealing to consumers. As a result of these factors, we anticipate continued sales and profit growth in 2012, but to a much lesser extent, and anticipate sales and EBITDA could grow in the low- to mid-single-digit area in 2012," S&P said. "Although we do not have the precise terms of the sale and leaseback transactions, we estimate that such a performance scenario could lead to operating lease-adjusted debt to EBITDA in the mid-5x area and EBITDA coverage of interest in the low-3x area by the end of 2012. These ratios would be an improvement from the current (trailing 12 months as of the end of the third quarter) ratios of 6.4x and 2.8x respectively. Nonetheless, the estimated ratios would not change our view of the company's financial risk profile as 'highly leveraged,'" S&P said. "We characterize the company's business risk profile as 'vulnerable,' which incorporates its geographic concentration of stores in Southern California and the intense competition in the food retail industry. However, given our performance expectations and the possibility of a favorable economic and industry environment for the company in the near term, in our view, we may positively reassess the company's business risk profile," S&P said. "We intend to resolve the CreditWatch once we have reviewed how the transactions affect the company's lease expense and operating lease commitments, so that we can more accurately assess the company's financial risk profile. We also expect to examine our view of the company's business risk profile, given its low-cost position in a still relatively weak economy, and more moderate price competition in the industry. We expect to resolve the CreditWatch by the end of May 2012," S&P said. SOLAR TRUST: Ridgecrest Case Summary & 30 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Ridgecrest Solar Power Project, LLC 1111 Broadway, 5th Floor Oakland, CA 94607 Bankruptcy Case No.: 12-11204 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Ridgecrest Solar I, LLC 12-11205 Ridgecrest Solar II, LLC 12-11206 Chapter 11 Petition Date: April 10, 2012 About Ridgecrest: Ridgecrest Solar, et al., are affiliates of Solar Trust of America LLC. STA Development, LLC, one of the debtors that filed for bankruptcy April 2, owns 100% of the interests in Ridgecrest, et al. Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: bankfilings@ycst.com Debtors' Restructuring Advisors: RPA ADVISORS, LLC Debtors' Special Corporate Counsel: K&L GATES LLP Ridgecrest Solar's Estimated Assets: $0 to $50,000 Ridgecrest Solar's Estimated Debts: $0 to $50,000 Affiliates that sought Chapter 11 protection on April 2, 2012: Debtor Case No. ------ -------- Solar Trust of America, LLC 12-11136 Solar Millennium, Inc. 12-11137 STA Development, LLC 12-11138 STA Contracting, LLC 12-11139 Amargosa Valley Solar I, LLC 12-11140 Amargosa Valley Solar II, LLC 12-11141 Palo Verde Solar I, LLC 12-11142 Palo Verde Solar II, LLC 12-11143 Palen Solar I, LLC 12-11144 Palen Solar II, LLC 12-11145 CA Solar 10, LLC 12-11146 Ridgecrest Debtors' Consolidated List of their 30 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/deb12-11204.pdf The petitions were signed by Edward Kleinschmidt, chief restructuring officer. SOLERA HOLDINGS: S&P Keeps 'BB' Rating on $850MM Unsec. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said its 'BB' issue rating and '4' recovery rating on Solera Holdings Inc.'s senior notes due 2018 remain unchanged after the company upsized its note add-on by $100 million to a total $400 million. Added to the existing $450 million notes, this brings the total note offering to $850 million. "We had raised our issue rating and revised our recovery rating upward on the notes on April 10, after the company announced the initial notes add-on. The company used proceeds primarily to refinance secured debt," S&P said. RATINGS LIST Solera Holdings Inc. Corporate credit rating BB/Stable/-- Audatex North America Inc. $850 mil. sr unsec notes due 2018 BB Recovery rating 4 ST. VINCENT'S: Seeks Return of Bills It Paid Before Ch. 11 Filing ----------------------------------------------------------------- Karlee Weinmann at Bankruptcy Law360 reports that Saint Vincent's Catholic Medical Centers of New York accused dozens of its business associates on Tuesday of improperly collecting payments shortly before the health care system filed for Chapter 11 protection, saying bankruptcy code allows it to recapture millions of dollars in already paid debts. Law360 relates that Consolidated Edison Inc. faces the largest recovery claim at more than $3 million. Another of the larger claims sought $1.5 million from health care provider Bestcare Inc. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt ------------------------------------------------------------- Stereotaxis, Inc., filed on March 15, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company reported a net loss of $32.0 million on $42.0 million of revenues for 2011, compared with a net loss of $19.9 million on $54.1 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $39.9 million in total assets, $58.7 million in total liabilities, and a stockholders' deficit of $18.8 million. A copy of the Form 10-K is available for free at: http://is.gd/n5p48E Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. STRATEGIC AMERICAN: Launches www.duma.com Web Site -------------------------------------------------- Duma Energy Corp. announced the launch of its new corporate Web site www.duma.com. The launch of Duma.com is part of a series of corporate actions previously announced, including the name change from Strategic American Oil Corp. This change was approved by FINRA (Financial Industry Regulatory Authority, Inc.) and became effective April 4, 2012. The trading symbol for the Company was also temporarily changed from "SGCA" to "SGCAD". Jeremy G. Driver, Chairman and CEO of Duma Energy Corp. stated that, "we are pleased to launch Duma.com along with our revised corporate presentation and factsheet. The website reflects our new focus and broader mission of leveraging our growing reserves and revenue to pursue attractive opportunities that have exponential growth potential for shareholders." The Company is also currently working to create a majority independent board of directors. These actions are designed to position the Company for a potential listing on a senior exchange when market conditions and listing requirements prevail. About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Strategic American a net loss of $10.28 million on $3.41 million of revenue for the year ended July 31, 2011, compared with a net loss of $3.49 million on $531,736 of revenue for the same period during the prior year. The Company's balance sheet at Jan. 31, 2012, showed $24.35 million in total assets, $11.59 million in total liabilities and $12.75 million in total stockholders' equity. The Company reported a net loss of $4.49 million on $3.40 million of revenue for the six months ended Jan. 31, 2012, compared with a net loss of $1.62 million on $229,100 of revenue for the same period a year ago. SUN HB 35: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sun HB 35 LLC 13238 Camillo Court Westfield, IN 46074 Bankruptcy Case No.: 12-22772 Chapter 11 Petition Date: April 11, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Arnold H. Wuhrman, Esq. SERENITY LEGAL SERVICES 41667 Ivy Street, Suite F 6 Murrieta, CA 92562 Tel: (951) 304-3720 Fax: (951) 848-9340 E-mail: Wuhrman@serenitylls.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-22772.pdf The petition was signed by Michael Ewing, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- In Re Sun HB 63, LLC 11-47769 09/05/11 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Sun HB 38 LLC 12-22773 Sun HB 45 LLC 12-22774 Sun HB 52 LLC 12-22775 Sun HB 53 LLC 12-22776 Sun HB 58 LLC 12-22777 Sun HB 64 LLC 12-22778 Sun HB 73 LLC 12-22779 SUN HB 38: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sun HB 38 LLC 7545 Portbury Park Lane Suwanee, GA 30024 Bankruptcy Case No.: 12-22773 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Arnold H. Wuhrman, Esq. SERENITY LEGAL SERVICES 41667 Ivy Street, Suite F 6 Murrieta, CA 92562 Tel: (951) 304-3720 Fax: (951) 848-9340 E-mail: Wuhrman@serenitylls.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-22773.pdf The petition was signed by Alan R. Curtis, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- In Re Sun HB 63, LLC 11-47769 09/05/11 SUN RIVER: Reports $2.2-Mil. Net Loss in Jan. 31 Quarter -------------------------------------------------------- Sun River Energy, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.2 million on $44,000 of revenues for the three months ended Jan. 31, 2012, compared with a net loss of $1.8 million on $nil revenue for the three months ended Jan. 31, 2011. For the nine months ended Jan. 31, 2012, the Company has reported a net loss of $7.7 million on $288,000 of revenues, compared with a net loss of $3.3 million on $nil revenue for the nine months ended Jan. 31, 2011. The Company's balance sheet at Jan. 31, 2012, showed $21.9 million in total assets, $9.3 million in total liabilities, and stockholders' equity of $12.6 million. Going Concern Considerations The Company said, "During the three and nine months ended Jan. 31, 2012, the Company incurred losses of $2,227,000 and $7,746,000, respectively, and has negative working capital of $8,751,000 at Jan. 31, 2012. Approximately $6,298,000 of the negative working capital position was comprised of amounts owed to significant stockholders, including Officers of the Company. Subsequent to January 31, 2012, the Company is attempting to raise capital to resolve the working capital requirements and develop the oil and gas assets. To a limited degree, the Company is evaluating the sale of certain shallow mineral rights. The Company has multiple options available to meet the current financial obligations when due." "However, there can be no assurance that the Company will be able to execute any or all of the above contemplated transactions, which raises substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available for free at: http://is.gd/AYw1oV Dallas, Tex.-based Sun River Energy, Inc., is an oil and gas exploration and production company. The Company has focused on the development of unconventional natural gas reserves across a multi-state area for the last year and one half. On March 5, 2012, the Company announced a change in its strategy to primarily develop crude opportunities. The continued fall of natural gas prices, to levels management deems uneconomical to support future drilling and production for the foreseeable future, has driven this change in strategy. Sun River's largest acreage is its undeveloped acreage in the Raton Basin of Colfax County, New Mexico. The Company owns subsurface and timber rights in fee simple. The total rights approximate 223,000 gross acres. Approximately 23,000 acres of the oil and gas rights are prospective for development of crude. SWEPORTS LTD: Must Answer Bankruptcy Allegations May 3 ------------------------------------------------------ Sweports Ltd. is required to answer bankruptcy allegations May 3, 2012. An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012. The creditors who signed the involuntary petition are Michael J. O'Rourke, Michael C. Moody and John A. Dore, judgment creditors who assert they are each owed $345,000. Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, represents the petitioning creditors. Judge A. Benjamin Goldgar is presiding over the case. According to the case docket, Judge Jacqueline P. Cox was inadvertently assigned to case. SWISHER HYGIENE: Delays Filing on 2011 Annual Report ---------------------------------------------------- Swisher Hygiene Inc. determined that the filing of its Annual Report on Form 10-K for the year ended December 31, 2011 (the "Form 10-K") will be delayed beyond the April 16, 2012 extended due date as a result of the previously disclosed internal review being conducted by Swisher Hygiene's Audit Committee. Swisher Hygiene notes the following information relating to the delayed filing: -- NASDAQ -- On April 11, 2012, Swisher Hygiene received a letter from NASDAQ indicating that it is not in compliance with the filing requirements for continued listing under NASDAQ Listing Rule 5250(c)(1). The NASDAQ letter notes that Swisher Hygiene is required to submit a plan to regain compliance with NASDAQ's filing requirements for continued listing within 60 calendar days of the date of the NASDAQ notification letter. Upon acceptance of Swisher Hygiene's complianceplan, NASDAQ is permitted to grant an extension of up to 180 days from the Form 10-K's initial due date for Swisher Hygiene to regain compliance with NASDAQ's filing requirements for continued listing. Swisher Hygiene intends to submit a compliance plan within the 60 calendar day period. During the process of regaining compliance with NASDAQ, Swisher Hygiene expects that its common stock will continue trading on NASDAQ under the symbol "SWSH". -- Canadian Securities Law Compliance/Toronto Stock Exchange/ -- On March 30, 2012, Swisher Hygiene was noted in default of the continuous disclosure requirements under Ontario securities laws by the Ontario Securities Commission (the "OSC"), its principal Canadian securities regulator. Swisher Hygiene applied for, and received from the Toronto Stock Exchange (the "TSX"), an extension for filing the Form 10-K until April 16, 2012. In connection with the default notification and extension, Swisher Hygiene is required to notify the OSC and the TSX of the delay in filing the Form 10-K beyond the April 16, 2012 extended due date. The shares of Swisher Hygiene's common stock trade on the TSX under the symbol "SWI." -- Registration Statements -- Since Swisher Hygiene will not file its Form 10-K by the April 16, 2012 extended due date, it will no longer be Form S-3 eligible. As a result, Swisher Hygiene will need to file post-effective amendments to its Registration Statement on Form S-3 (Reg. No. 333-179018) and its Registration Statement on Form S-4 (Reg. No. 333-173224) as soon as practicable following the filing of the Form 10-K. Also, Swisher Hygiene will suspend its two Registration Statements on Form S-8 (Reg. Nos. 333-174072 and 333-172233), relating to shares issuable (1) under its Amended and Restated Swisher Hygiene Inc. 2010 Stock Incentive Plan and (2) pursuant to options granted by CoolBrands, Swisher Hygiene's predecessor, until it files the Form 10-K. -- Wells Fargo Credit Facility -- Swisher Hygiene has entered into an amendment to its senior credit facility with Wells Fargo Bank, National Associates as administrative agent. The Second Amendment provides an extension for the delivery of Swisher Hygiene's financial statements for the fiscal year ended December 31, 2011 until the earlier of the date on which the Company delivers such financial statements to the Securities and Exchange Commission or May 15, 2012. At the same time, the Second Amendment waives any Default or Event of Default that may arise if Swisher Hygiene fails to file the Form 10-K for the year ended December 31, 2011 by April 16, 2012 so long as Swisher Hygiene files the Form10-K by May 15, 2012. The Second Amendment also provides additional financing flexibility by providing the Company with the right to engage in sale-leaseback transactions in an amount not to exceed $4.75 million by reducing baskets for permitted indebtedness by the same amount. While the Company has no present intention to borrow any additional funds under the credit facility, until (1) the Company files the Form 10-K, (2) represents to Wells Fargo that its financial statements as filed may be relied upon, and (3) Wells Fargo consents to such reliance, the Company may not borrow additional funds under the credit facility with Wells Fargo. As previously announced, Swisher Hygiene's Audit Committee believes that material adjustments to the interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011 may be required and that Swisher Hygiene may need to restate its results for these periods. While the amount of any such adjustments cannot be estimated with reasonable certainty at this time, to date, the Audit Committee has preliminarily identified an aggregate of approximately $3.8 million in increases to net loss before income taxes for the affected periods. However, until the review is complete and a final determination is made, Swisher Hygiene cannot provide further assurance regarding the complete impact of any adjustments on its results of operations for the affected periods, and Swisher Hygiene cannot provide assurance that the adjustments identified to date are representative of the adjustments that will be required when the review is complete. Also, Swisher Hygiene cannot provide assurance that the review will not identify further adjustments that may be required. Swisher Hygiene is working to file the Form 10-K as promptly as possible; however, Swisher Hygiene can provide no assurance as to when it will file the Form 10-K. Furthermore, Swisher Hygiene cannot provide assurance that the ongoing Audit Committee review and the process to complete and file its Form 10-K will not impact its ability to timely file its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2012. Swisher Hygiene Inc. is a provider of essential hygiene and sanitation products and services. TENET HEALTHCARE: Has $77MM Accord With CMS & Health Dep't ---------------------------------------------------------- Tenet Healthcare Corporation has entered into an agreement as part of an industry-wide settlement with the United States Department of Health and Human Services, the Secretary of HHS, and the Centers for Medicare & Medicaid Services that is expected to result in approximate net cash proceeds to Tenet of $84 million, of which $77 million is expected to relate to continuing operations. The cash proceeds related to this settlement are expected to be received on or about June 30, 2012. The settlement corrects underpayments from the Medicare inpatient prospective payment system during a number of prior years. Tenet anticipated the favorable resolution of this and other settlements when it raised its 2012 Outlook on Feb. 28, 2012, but, to remain conservative, included a contribution of only $25-50 million from pending settlements. The Company intends to update its 2012 Outlook for Adjusted EBITDA as part of its release of first quarter earnings on May 8, 2012. In an additional item related to federal government reimbursement, Tenet said it expects to record a $2 million unfavorable Medicare disproportionate share hospital Supplemental Security Income adjustment in the quarter ended March 31, 2012 related to CMS's recently released SSI ratios. The Company accrued $49 million in reserves for potential SSI adjustments in prior reporting periods, including $6 million in 2011. About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. The Company reported net income of $94 million on $8.85 billion of net operating revenues for the year ended Dec. 31, 2011, compared with net income of $1.15 billion on $8.46 billion of net operating revenues during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion in total assets, $6.95 billion in total liabilities, $16 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and $1.49 billion in total equity. * * * Tenet carries 'B' corporate credit rating from Standard & Poor's Ratings Services. "The rating reflects our view of the company's weak business risk as the benefits of a fairly sizable portfolio of 49 hospitals are undercut by uncertain reimbursement, significant uncompensated care, weak patient volume trends and concentration in certain markets, many of which are competitive. We view Tenet's financial risk profile as aggressive, even though there has been a recent reduction in debt to EBITDA to 4.5x. This has contributed to the generation of free cash flow since last year," S&P in November 2011. Moody's Investors Service also said in November 2011 that Tenet's 'B2' Corporate Family Rating remains constrained by Moody's expectation of modest free cash flow generation and continued high geographic concentration. Furthermore, industry challenges like high bad debt expense, weak volume trends and changes in mix as commercial volumes decline, will likely challenge organic growth. However, the rating also incorporates Moody's expectation that the company will continue to see improvements in operating performance, driven by cost savings initiatives and benefits from capital investment. TENSAR CORP: S&P Cuts Revolving Credit Facility Rating to 'CCC-' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on a revolving credit facility issued by TCO Funding Corp. (a subsidiary of Tensar Corp.) to 'CCC-' from 'B-' and removed the issue rating from CreditWatch, where it was placed with developing implications on Oct. 11, 2011. "We also withdrew our corporate credit rating on Tensar Corp. and all its related issues. We took these ratings actions after the company's request to withdraw the ratings," S&P said. The downgrade reflects our view of the company's weak liquidity as the maturity of the credit facility approaches. TORM A/S: Reaches Temporary Standstill with Bank Group ------------------------------------------------------ TORM and the Company's bank group have as expected extended the deferral of installments and covenant standstill until April 30 2012. The temporary agreement is subject to the continued progress of the negotiations towards the financing framework agreement in principle as described in announcement no. 14 dated 4 April 2012. Simultaneously, the vast majority of time charter partners have agreed to realign charter rates to the current market level until April 30, 2012, while finalizing the conditional framework agreement in principle. "This is a strong signal that TORM's major creditors wish to contribute to the completion of a financial solution," says CFO Roland M. Andersen. About TORM TORM -- http://www.torm.com-- is a carrier of refined oil products. The Company runs a fleet of approximately 160 modern vessels. TORM was founded in 1889. The Company conducts business worldwide and is headquartered in Copenhagen, Denmark. TIMMINCO LTD: Phase II Bid Deadline Extended to April 19 -------------------------------------------------------- Timminco Limited and its wholly-owned subsidiary Becancour Silicon Inc. provided an update on the Company's marketing process in respect of the sale of its business and assets, in connection with the proceedings commenced by the Company under the Companies' Creditors Arrangement Act on January 3, 2012 in the Ontario Superior Court of Justice (Commercial List). The Company, with the consent of the Stalking Horse Bidder, has extended the deadline for Qualified Phase I Bidders to submit irrevocable and binding Phase II Bids under the Bidding Procedures, from 10:00 a.m. (Eastern Time) on April 16, 2012 to 5:00 p.m. (Eastern Time) on April 19, 2012, in order to facilitate requests from those Qualified Phase I Bidders who asked for an opportunity to have discussions with certain stakeholders of the Debtors prior to submitting a Phase II Bid. About Timminco Timminco produces silicon metal for the chemical (silicones), aluminum and electronics/solar industries, through its 51%-owned production partnership with Dow Corning, known as Quebec Silicon. Timminco is also a producer of solar grade silicon, using its proprietary technology for purifying silicon metal, for the solar photovoltaic energy industry, through Timminco Solar, a division of its wholly owned subsidiary Becancour Silicon. Timminco Limited and its wholly-owned subsidiary, Becancour Silicon Inc. on Jan. 2, 2012, commenced proceedings under the Companies' Creditors Arrangement Act. Pursuant to the initial order, FTI Consulting Canada Inc. has been appointed as monitor in the CCAA proceedings. TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt ---------------------------------------------------------- Top Ships Inc. filed on April 11, 2012, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2011. Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens, Greece, expressed substantial doubt about Top Ships' ability to continue as a going concern. The independent auditors noted that the Company's recurring losses from operations and stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern The Company reported a net loss of $189.1 million on $41.7 million of revenue for 2011, compared with net income of $2.5 million on $39.4 million of revenue for 2010. The Company discontinued the dry-bulk segment of its operations in December 2011. The Company recognized a loss from discontinued operations of $169.0 million in 2011. The Company's balance sheet at Dec. 31, 2011, showed $296.4 million in total assets, $219.7 million in total current liabilities, and stockholders' equity of $76.7 million. A copy of the Form 20-F is available for free at: http://is.gd/iwudzv Maroussi, Greece-based Top Ships Inc. is a provider of international seaborne transportation services, carrying petroleum products and crude oil for the oil industry and drybulk commodities for the steel, electric utility, construction and agriculture-food industries. The Company's fleet consists of seven owned vessels, including six tankers and one drybulk vessel. TREE HOUSE: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Tree House, LLC 116 B. Polo Park East Boulevard Davenport, FL 33897 Bankruptcy Case No.: 12-05428 Chapter 11 Petition Date: April 10, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Adam L. Alpert, Esq. BUSH ROSS P.A. P.O. Box 3913 Tampa, FL 33601-3913 Tel: (813) 224-9255 Fax: (813) 223-9620 E-mail: aalpert@bushross.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 10 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb12-05428.pdf The petition was signed by Garrett J. Kenny, president of manager. TRIBUNE CO: Hearing Today on Supplemental Plan Disclosures ---------------------------------------------------------- Tribune Company and its debtor-affiliates; the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware on April 12, 2012, a Fourth Amended Joint Plan of Reorganization, and accompanying supplemental disclosure document. The Fourth Amended Plan reflects conforming modifications to address, among other things, (i) the limited issues identified in the October 31, 2011 Confirmation Opinion, as modified; and (ii) the determinations made by the Court in the allocation disputes ruling entered on April 9, 2012. The Fourth Amended Plan also incorporates the revised deadlines relating to approval of the Supplemental Disclosure Document and confirmation of the Plan. Impact of Adjudication of Allocation Disputes on Plan Distributions The Fourth Amended Plan generally provided for distributions premised on (i) distributions of DCL Plan Settlement consideration being subject to both the PHONES Subordination Provisions and the EGI-TRB Subordination Provisions and (ii) Holders of Other Parent Claims benefitting from the PHONES Subordination Provisions and the EGI-TRB Subordination Provisions. In the Allocation Disputes Ruling, the Court determined: (1) The subordination provisions in the PHONES Indenture are applicable to distributions of the Settlement Proceeds and the Creditors' Trust proceeds; (2) The claim amount for the PHONES Noteholders should be $759,252,932, known as the low PHONES Amount; (3) The Third Amended Plan's equal treatment of the Senior Noteholders and the Other Parent Claims does not amount to unfair discrimination under Section 11129(b) of the Bankruptcy Code; (4) The EGI-TRB Notes are junior in priority to the PHONES Notes; and (5) The beneficiaries of the PHONES Indenture subordination provisions are not entitled to receive postpetition interest prior to the PHONES Noteholders receiving payment of their claims. (6) The subordination provisions in the EGI Subordination Agreement are applicable to (i) a distribution of Creditors' Trust proceeds; and (7) The issue of whether beneficiaries of the subordination provisions in the EGI Subordination Agreement are entitled to postpetition prior to payment of the EGI Notes is not ripe for determination. The Court expressly stated that the Allocation Dispute Ruling is "subject to, conditioned upon, and for the purpose of obtaining confirmation of a Chapter 11 plan substantially in the form of the Third Amended Plan." Consistent with the Allocation Disputes Ruling, the Fourth Amended Plan provides for the Holders of Allowed Claims under the Fourth Amended Plan, including the Holders of Senior Noteholder Claims and Other Parent Claims, to receive the same estimated initial recoveries as those provided under the Second Amended Plan: * the estimated recovery percentage of the Holders of Senior Noteholder Claims will remain at approximately 33.6%, plus interests in the Litigation Trust, under the Fourth Amended Plan; and * the estimated recovery percentage of the Holders of the Other Parent Claims (the Swap Claim, the Retiree Claims, and the Other OP Claims) will remain at approximately 36% with no interests in the Litigation Trust -- or 33.6% with interests in the Litigation Trust -- under the Fourth Amended Plan. The Plan Proponents prepared a chart illustrating projected initial recoveries under the Fourth Amended Plan for Holders of Claims against the Debtors: Tribune Company Recovery Chart Per Fourth Amended Plan Claim Recovery $ Recovery % ----- ---------- ---------- Senior Loan Claims $8,571,192 $93,092 1.1% Senior Guarantee Claim -- Swap Claims $150,949 $96,546 64.0% Senior Guarantee Claim -- Loan Claims $8,571,192 $6,004,407 70.1% Bridge Loan Claims $1,619,507 $64,500 4.0% Senior Noteholder Claims $1,283,056 $431,041 33.6% Phones Notes Claims $760,697 - 0.0% EGI-TRB LLC Notes Claims $235,300 - 0.0% Other Parent Claims -- Retiree Claims $105,000 $37,843 36.0% Other Parent Claims -- Trades & Other Claims $8,794 $3,169 36.0% Other Parent Claims -- Swap Claims $150,949 $54,403 36.0% Subsidiary General Unsecured Claims $85,000 $85,000 100.0% A copy of the estimated recovery appendix is available for free at http://bankrupt.com/misc/Tribune_Apr12EstRecoveryAppendix.pdf The Court declined to rule on ripeness grounds the dispute on whether and to what extent (i) beneficiaries of the PHONES Subordination Provisions and the EGI-TRB Subordination Provisions are entitled to receive postpetition interest -- EGI-TRB/PPI Dispute. Tribune Chief Restructuring Officer Donald J. Liebentritt states that the adjudication or resolution of the EGI-TRB/PPI Dispute will not impact the initial recoveries to any Holders of Allowed Claims under the Fourth Amended Plan. Moreover, the adjudication or resolution of the EGI-TRB/PPI Dispute should not have any effect upon the distribution of Litigation Trust recoveries to the Holders of Senior Noteholder Claims, Other Parent Claims, PHONES Notes Claims, and EGI-TRB LLC Notes Claims under the Fourth Amended Plan unless the net amount of such potential Litigation Trust recoveries substantially exceeds the hypothetical recoveries denoted in the Plan, he elaborates. Other Plan Modifications The Fourth Amended Plan also contains these provisions: (A) The Bar Order was approved by the Court over the objection of Aurelius Capital Management, LP in the Confirmation Opinion, subject to inclusion of language that enjoins directly any actions by potential plaintiffs that do not conform to the terms of the Bar Order. The Bar Order has been amended to clarify that (1) the judgment reduction formula should reflect the fault of all jointly and severally liable parties, not just those sued in a particular case by the Litigation Trust or the Indenture Trustees; and (2) the single satisfaction provision is triggered only if the Litigation Trust or Indenture Trustees collect in full on any judgment they are able to obtain. (B) The Fourth Amended Plan has been modified to provide that the initial members of the Litigation Trust Advisory Board will be the members of the Creditors' Committee that are or represent beneficiaries of Litigation Trust Interests, including, Deutsche Bank Trust Company Americas and, Wilmington Trust Company and such other person to be disclosed with the Plan Supplement, but excluding the Senior Loan Agent. The Fourth Amended Plan has also been modified to provide that the members of the Litigation Trust Advisory Board will be compensated as set forth in a filing to be made by the DCL Proponents with the Plan Supplement. (C) Pursuant to the Fourth Amended Plan, no (i) distributions under the Fourth Amended Plan allocable or otherwise payable to PHONES Notes Claims or EGI-TRB LLC Notes Claims (including, without limitation, proceeds from the pursuit or settlement of Preserved Causes of Action) or (ii) amounts allocable or otherwise payable to PHONES Notes Claims or EGI-TRB LLC Notes Claims resulting from the pursuit or settlement of Disclaimed State Law Avoidance Claims will be subject to turnover to the Holders of Senior Loan Claims, Senior Loan Guaranty Claims, Bridge Loan Claims or Bridge Loan Guaranty Claims on account of such Senior Loan Claims, Senior Loan Guaranty Claims, Bridge Loan Claims or Bridge Loan Guaranty Claims. (D) Any Potential Step Two Disgorgement Defendant that elected to participate in the Step Two/Disgorgement Settlement in accordance with the procedures set forth in the Second Amended Plan will be deemed to have elected to participate in the Step Two/Disgorgement Settlement in connection with the Fourth Amended Plan except to the extent any such party will have delivered to the Debtors a notice revoking such election on or before the first day of the Confirmation Hearing. A full-text copy of the Step Two/Disgorgement Settlement Procedures is available for free at: http://bankrupt.com/misc/Tribune_AmStepTwoSettlementProcs.pdf Clean and blacklined copies of the Plan dated April 12, 2012, are available for free at: http://bankrupt.com/misc/Tribune_Apr12Plan.pdf http://bankrupt.com/misc/Tribune_Apr12Plan_blacklined.pdf Clean and blacklined copies of the Supplemental Disclosure Document dated April 12, 2012, are available for free at: http://bankrupt.com/misc/Tribune_Apr12SDD.pdf http://bankrupt.com/misc/Tribune_Apr12SDD_blacklined.pdf Disclosure Doc Hearing on April 16 Judge Carey scheduled for April 16, 2012, the hearing to consider approval of the Supplemental Disclosure Document and resolicitation procedures with respect to the Plan. The Plan Proponents also ask the Court to enter a revised proposed order with respect to the Supplemental Disclosure Document and Solicitation Procedures, available for free at http://bankrupt.com/misc/Tribune_RevSDDPropOrd.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Sam Zell Biggest Loser in Allocation Disputes Ruling ---------------------------------------------------------------- Judge Kevin Carey entered a formal order decreeing that the disputes relating to how recoveries under Tribune Co.'s proposed reorganization plan should be allocated are resolved for reasons set forth in a memorandum opinion dated April 9, 2012. The Allocation Disputes are resolved, subject to, conditioned upon, and for the purpose of obtaining confirmation of a Chapter 11 plan substantially in the form of the Third Amended Plan. Tribune Chairman Samuel Zell came out the biggest loser in the wake of the Court's recent decision, Peg Brickley of The Wall Street Journal wrote. Judge Carey determined that the Zell- controlled EGI-TRB LLC Notes are at the bottom of Tribune's capital structure. Mr. Zell's claims ranked last in the Chapter 11 payments priority scheme, lagging behind holders of PHONES notes, which are allowed in the aggregate amount of $759 million. Mr. Zell, who called the buyout "deal from hell," put only $315 million of his own money at risk in the deal, the report noted. In recent litigation, his investment venture attempted to get equal footing with other low-ranking creditors when it comes to sharing recovery, on the basis of a claim for $225 million, the report noted. The attempt failed, the report said. A copy of the Court's April 9, 2012 Memorandum Regarding Allocation Disputes is available at http://is.gd/2SE6pPfrom Leagle.com. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 65.15 cents-on-the- dollar during the week ended Friday, April 13, 2012, a drop of 0.44 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIUS THERAPEUTICS: David Kabakoff Reappointed Class II Director --------------------------------------------------------------- Solely in order to provide for an equal apportionment of the members of the Board of Directors of Trius Therapeutics, Inc., among the three classes of the Company's classified Board, David S. Kabakoff, Ph.D., age 64, resigned from the Board as a Class I director with a term expiring at the Company's 2014 annual meeting of stockholders and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, was immediately reappointed by the Board as a Class II director with a term expiring at the Company's 2012 annual meeting of stockholders. The reallocation of Dr. Kabakoff from one class of directors to another class of directors had no effect on any aspect of his compensatory arrangements with the Company and he continues to serve as the Chairman of the Board and as a member of the Audit and Nominating and Corporate Governance Committees of the Board. About Trius Therapeutics San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) -- http://www.triusrx.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. The Company's first product candidate, torezolid phosphate, is an IV and orally administered second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. In addition to the company's torezolid phosphate clinical program, it is currently conducting two preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. In the Form 10-K for the year ended Dec. 31, 2011, the Company said it has incurred losses since its inception and it anticipates that it will continue to incur losses for the foreseeable future. As of December 31, 2011, the Company had an accumulated deficit of $95.4 million. The Company has funded, and plan to continue to fund, its operations from the sale of securities, through research funding and from collaboration and license payments, including payments under the Bayer collaboration. However, the Company has generated no revenues from product sales to date. The Company reported a net loss of $18.25 million in 2011, a net loss of $23.86 million in 2010, and a net loss of $22.68 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $68.12 million in total assets, $18.23 million in total liabilities, all current, and $49.89 million in total stockholders' equity. TXU CORP: Bank Debt Trades at 46% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 53.73 cents-on-the-dollar during the week ended Friday, April 13, 2012, a drop of 1.36 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. TXU CORP: Bank Debt Trades at 41% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 58.98 cents-on-the-dollar during the week ended Friday, April 13, 2012, a drop of 1.54 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. US COAL: S&P Removes 'CCC' Corporate Credit Rating From Watch ------------------------------------------------------------- Standard & Poor's Ratings Services removed its preliminary 'CCC' rating on U.S. Coal Corp. from CreditWatch, where it was placed on Oct. 4, 2011, with developing implications. "We assigned our final 'CCC' corporate credit rating to Lexington, Ky.-based U.S. Coal Corp. The rating outlook is negative," S&P said. "The corporate credit rating on U.S. Coal Corp. reflects the combination of what Standard & Poor's Ratings Services considers to be its 'vulnerable' business risk profile and 'highly leveraged' financial risk profile," said Standard & Poor's credit analyst Maurice Austin. "We also factor in its relatively small size, lack of geographic diversity, high customer concentration, and its 'weak' liquidity," S&P said. "Under our base case scenario we expect debt to EBITDA of about 2x and funds from operations (FFO) to debt of about 30% in 2012. We expect these figures to weaken in 2013 but to still compare favorably with similarly rated companies. However, our 'highly leveraged' financial risk assessment reflects more heavily the company's 'weak' liquidity position given our expectation for weaker cash flow in an unfavorable price environment and a heavy debt amortization schedule," S&P said. "Our base case scenario assumes that EBITDA declines to about $35 million in 2012 and below $20 million in 2013, from about $38 million in 2011. The decline in operations stems from weaker demand and lower coal prices as an unseasonably warm winter contributed to larger stockpiles of thermal coal at utilities and as low natural gas prices incented some utilities to switch from thermal coal. U.S. Coal has about 85% of its 2012 coal production committed at prices of about $85 per ton and about 40% of its 2013 production committed at prices of about $80 per ton. The NYMEX currently has spot prices below $60 per ton and 2013 prices of about $70 per ton," S&P said. "We consider U.S. Coal Corp. to be a small coal company (accounting for less than 1% of the U.S. coal market) with significant geographic and customer concentration. The company owns and operates six mines with approximately 65 million tons of reserves and a reserve life of about 35 years at the current rate of production. Its mines serve areas with the highest concentration of coal-fired power generation, but its operations in Eastern Kentucky and the Central Appalachia (CAPP) region provide limited geographic diversity. In addition, U.S. Coal's customer base is narrowly focused, with its largest customer accounting for more than 35% of sales and its top four customers accounting for more than 80% of sales. Profitability and cash flow could suffer if one or more of these customers have a prolonged unexpected outage," S&P said. "The negative rating outlook reflects mounting capital constraints given our expectation that U.S. Coal Corp.'s cash flow will decline next year as a result of lower coal prices and the pending maturity of its line of credit. With about $40 million in debt amortization over the next two years, we believe U.S. Coal may be unable to repay its obligations without restructuring or refinancing its current debt obligations. We would also lower our rating by one or more notches if the company is unable to renew and expand its line of credit in advance of its November 2012 maturity," S&P said. "Although less likely in the near term, a higher rating is possible if the company is ultimately able to restructure or refinance its debt obligations such that the amortization schedule over the next three years is significantly reduced and if end- market demand improves, resulting in higher production and prices," S&P said. US XPRESS: S&P Puts 'B' Corporate Credit Rating on Watch Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on Chattanooga, Tenn.-based US Xpress Enterprises Inc. on CreditWatch with negative implications. "The CreditWatch placement reflects our expectation that US Xpress' cushion under its covenants will become very limited as the covenants tighten," said Standard & Poor's credit analyst Anita Ogbara. "Covenants on the senior secured facility include a maximum leverage covenant and a minimum fixed-charge coverage ratio, which tighten in the first and second quarters. In August 2011, the company completed an amendment to its covenants. 'Still, despite earnings improvement, we expect covenant headroom to narrow under the existing terms of the credit agreement," Ms. Ogbara said. "US Xpress is the fifth-largest truckload carrier, measured by revenues, in the U.S. It operates a fleet of approximately 6,700 tractors and 21,000 trailers in more than 30 major terminals, primarily located in the U.S. Although the company maintains a sizeable market position, it operates in a very fragmented industry where the top 10 truckload companies account for less than 5% of the total for-hire truckload market," S&P said. "Standard & Poor's will monitor developments in the company's covenant cushion and liquidity position. We previously indicated that we could lower the ratings if earnings deterioration leads to a covenant breach or if FFO to debt falls into the low-teens percent area on a sustained basis. We could also affirm the current ratings if the company materially improves its liquidity position and covenant headroom," S&P said. USG CORP: Closes Tender Offer; $118.2MM Notes Validly Tendered -------------------------------------------------------------- USG Corporation announced that the cash tender offer for any and all of its outstanding 9.75% Senior Notes due 2014 expired at 11:59 p.m., New York City time, on April 11, 2012. An aggregate principal amount of approximately $118.2 million of Notes were validly tendered in the Tender Offer. USG expects to accept and make payment for all of the Notes that were validly tendered at or prior to the Expiration Time in connection with the closing of USG's previously announced private offering of $250 million aggregate principal amount of its 7.875% Senior Notes due 2020. Holders of Notes who validly tendered their Notes at or before 5:00 p.m., New York City time, on April 2, 2012, are eligible to receive $1,125.00 per $1,000 principal amount of Notes, which includes an early tender premium of $30 per $1,000 principal amount of Notes. Holders of Notes who validly tendered their Notes after the Extended Early Tender Time, but at or prior to the Expiration Time, are only eligible to receive the tender offer consideration of $1,095.00 per $1,000 principal amount of Notes and will not receive any Early Tender Premium. In addition, accrued interest up to, but not including, the settlement date for the Notes will be paid in cash on all validly tendered and accepted Notes. About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3,252,000,000 in assets and $2,739,000,000 in debts. The Debtors emerged from bankruptcy protection on June 20, 2006. The Company reported a net loss of $390 million in 2011 and a net loss of $405 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.71 billion in total assets, $3.56 billion in total liabilities, and $156 million in total stockholders' equity. * * * As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on USG Corp. to 'B' from 'B+'. "The downgrade reflects our expectation that USG's operating results and cash flow are likely to be strained over the next year due to the ongoing depressed level of housing starts and still- weak commercial construction activity," said Standard & Poor's credit analyst Thomas Nadramia. "It is now more likely, in our view, that any meaningful recovery in housing starts may be deferred until late 2012 or into 2013. As a result, the risk that USG's liquidity in the next 12 to 24 months will continue to erode (and be less than we incorporated into our prior ratings) has increased. The ratings previously incorporated a greater improvement in housing starts, which would have enabled USG to reduce its negative operating cash flow in 2012 and achieve breakeven cash flow or better by 2013." In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-' from 'B'. The Rating Outlook remains Negative. The ratings downgrade and the Negative Outlook reflect Fitch's belief that underlying demand for the company's products will remain weak through at least 2012 and the company's liquidity position is likely to deteriorate in the next 18 months. With the recent softening in the economy and lowered economic growth expectations for 2011 and 2012, the environment may at best support a relatively modest recovery in housing metrics over the next year and a half. Fitch had previously forecast a slightly more robust housing environment in 2011 and 2012. Moreover, new commercial construction is expected to decline further this year and may only grow moderately next year. WESTERN EXPRESS: S&P Affirms CCC+ Corp Credit Rating, Outlook Neg ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating on U.S.-based Western Express Inc. and revised the outlook to negative from stable. "Our outlook revision reflects Western Express' weaker-than- expected earnings over the past few quarters," said Standard & Poor's credit analyst Anita Ogbara. "The company continues to generate operating losses due to rising insurance expense and fuel costs, as well as challenges related to the integration of its fleet of new tractors." "The ratings on U.S.-based Western Express Inc. reflect the truckload carrier's highly leveraged financial profile and participation in the capital-intensive and cyclical trucking sector, which is subject to pricing pressure and intense competition. The company's midsize market position and customer diversity only partly offset these weaknesses. Western Express owns and operates a fleet of about 2,300 tractors, 6,700 trailers, and 13 service centers across 10 states, primarily on the East Coast. The company's fleet consists of dry-van, flatbed, and dedicated truckload vehicles," S&P said. "Standard & Poor's characterizes the company's business risk profile as 'vulnerable,' financial risk profile as 'highly leveraged,' and liquidity as 'less than adequate,'" S&P said. "We expect Western Express' earnings and operating results to improve gradually as a result of lower maintenance costs on a relatively new fleet," Ms. Ogbara said. "Still, we expect the company to face rising fuel costs and higher labor expenses due to the shortage of qualified drivers." WESTINGHOUSE SOLAR: Burr Pilger Raises Going Concern Doubt ---------------------------------------------------------- Westinghouse Solar, Inc., has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Burr Pilger Mayer, Inc., in San Francisco, California, expressed substantial doubt about Westinghouse Solar's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant operating losses and has negative cash flow from operations. The Company reported a net loss of $4.6 million on $11.4 million of net revenue for 2011, compared with a net loss of $12.9 million on $8.7 million of net revenue for 2010. The Company's balance sheet at Dec. 31, 2011, showed $9.5 million in total assets, $6.5 million in total liabilities, and stockholders' equity of $3.0 million. A copy of the Form 10-K is available for free at: http://is.gd/wN3CSD Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and manufacturer of solar power systems and solar panels with integrated microinverters. YELLOW MEDIA: DBRS Cuts Issuer Rating/Notes Rating to 'B(low)' -------------------------------------------------------------- DBRS has downgraded Yellow Media Inc.'s Issuer Rating to B (low) from B (high); its Medium-Term Notes rating to B (low) from B (high), with an RR4 recovery rating; and its Exchangeable Subordinated Debentures to CCC from B (low), with an RR6 recovery rating. The trend on all ratings remains Negative. DBRS notes that Yellow Media's unsecured debt continues to have average recovery prospects (RR4; 30% to 50% expected recovery), while its subordinated debt has poor recovery prospects (RR6; 0% to 10% expected recovery) under a base case default/recovery scenario. This downgrade reflects the fact that the Company has made no progress in improving its liquidity position throughout the remainder of Q1 2012. The window for refinancing activities continues to diminish as the Company's first debt maturity (of its roughly $2 billion of total gross debt) approaches in February 2013, which marks the beginning of a period of sizable and relatively steady debt maturities over the 2013 to 2016 time frame. As such, we believe that the likelihood that the Company's financing activities in 2012 will involve some form of compromise for existing creditors has increased to a level that is no longer consistent with the previous B (high) ratings. The Negative trend reflects the possibility that Yellow Media's ratings could be further downgraded with the passage of time or in the event that the Company pursues some form of recapitalization. YELLOWSTONE CLUB: Founder's Claims Are Attack on Plan, Attys. Say ----------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that court-appointed attorneys in Yellowstone Mountain Club LLC's bankruptcy on Wednesday blasted co-founder Timothy Blixseth's request for leave to sue his former attorney for breaching privilege and malpractice, saying litigation that could implicate them should not be heard in district court. According to Law360, the attorneys also argued that the request is simply an effort to collaterally attack confirmation of a reorganization plan by lifting the bankruptcy stay and trying the matter in federal district court. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. ZURVITA HOLDINGS: Posts $947,900 Net Loss in January 31 Quarter --------------------------------------------------------------- Zurvita Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $947,929 on $1.2 million of revenues for the three months ended Jan. 31, 2012, compared with net income of $2.1 million on $1.1 million for the three months ended Jan. 31, 2011. For the three months ended Jan. 31, 2012, and 2011, the change in fair value of the Company's liability warrants was approximately a gain of $45,000 and $2.8 million, respectively. For the six months ended Jan. 31, 2012, the Company has reported a net loss of $1.6 million on $2.5 million of revenues, compared with net income of $3.9 million on $2.4 million of revenues for the six months ended Jan. 31, 2011. For the six months ended Jan. 31, 2012, and 2011, the change in fair value of these warrants was approximately $274,000 and $5.9 million, respectively. The Company's balance sheet at Jan. 31, 2012, showed $1.3 million in total assets, $3.6 million in total liabilities, $8.8 million of redeemable preferred stock, and a stockholders' deficit of $11.1 million. Meeks International, LLC, in Tampa, Fla., expressed substantial doubt about Zurvita Holdings' ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has not generated sufficient cash flows from operations to meet its needs. A copy of the Form 10-Q is available for free at: http://is.gd/Ncu5ub Houston, Tex.-based Zurvita Holdings, Inc., is a national network marketing company offering high-quality products and services targeting individuals, families and small businesses. Products are sold through Zurvita's network of independent sales consultants. * Foreclosure Activity Down in Q1 2012, RealtyTrac(R) Says ---------------------------------------------------------- RealtyTrac(R), an online marketplace for foreclosure properties, on April 12 released its U.S. Foreclosure Market Report(TM) for the first quarter of 2012, which shows foreclosure filings -- default notices, scheduled auctions and bank repossessions -- were reported on 572,928 properties during the quarter, down 2 percent from the previous quarter and down 16 percent from the first quarter of 2011. The first quarter total was the lowest quarterly total since the fourth quarter of 2007, when 527,740 properties with foreclosure filings were reported. The report shows one in every 230 U.S. housing units with a foreclosure filing during the quarter. Foreclosure filings were reported on 198,853 U.S. properties in March, a 4 percent decrease from February and a 17 percent decrease from March 2011. March's total was the lowest monthly total since July 2007, and also the first monthly total below 200,000 since July 2007. "The low foreclosure numbers in the first quarter are not an indication that the massive reservoir of distressed properties built up over the past few years has somehow miraculously evaporated," said Brandon Moore, chief executive officer of RealtyTrac. "There are hairline cracks in the dam, evident in the sizable foreclosure activity increases in judicial foreclosure states over the past several months, along with an increase in foreclosure starts in many judicial and non-judicial states in March. The dam may not burst in the next 30 to 45 days, but it will eventually burst, and everyone downstream should be prepared for that to happen -- both in terms of new foreclosure activity and new short sale activity." Judicial foreclosure activity increases in first quarter The nationwide decrease in foreclosure activity was caused primarily by decreasing activity in states that use the non- judicial foreclosure process. These 24 states combined, along with the District of Columbia, had 329,854 properties with foreclosure filings during the quarter, more than half the national total -- but a decrease of 8 percent from the previous quarter and a decrease of 28 percent from the first quarter of 2011. Twenty non-judicial states registered year-over-year decreases in foreclosure activity, led by Arkansas, with a 79 percent drop, and Nevada, with a 62 percent drop. Recent legislation or court cases have disrupted the normal foreclosure process in both these states. Other non-judicial states with substantial year-over-year decreases in foreclosure activity included Washington (down 55 percent), Arizona (down 41 percent), Texas (down 31 percent), and California (down 21 percent). Meanwhile foreclosure activity increased in states that primarily use the judicial foreclosure process. These 26 states combined accounted for 243,074 properties with foreclosure filings during the quarter, an increase of 8 percent from the previous quarter and an increase of 10 percent from the first quarter of 2011. Judicial states posting some of the biggest year-over-year increases in foreclosure activity in the first quarter included Indiana (up 45 percent), Connecticut (up 38 percent), Massachusetts (up 26 percent), Florida (up 26 percent), South Carolina (up 26 percent), and Pennsylvania (up 23 percent). Foreclosure starts increase for third straight month in March First-time foreclosure starts, either default notices or scheduled foreclosure auctions depending on the state's foreclosure process, increased 7 percent from February to March, the third straight monthly increase. Foreclosure starts in March exceeded 100,000 for the first time since November 2011, although they were still down 11 percent from March 2011. States with the biggest monthly increases in foreclosure starts included Nevada (up 153 percent), Utah (up 103 percent), New Jersey (up 73 percent), Maryland (up 53 percent) and North Carolina (up 47 percent). Thirty-one states posted monthly increases in foreclosure starts in March. Nevada, California, Arizona post top state foreclosure rates Nevada foreclosure activity decreased 26 percent from the previous quarter and was down 62 percent from the first quarter of 2011, but the state still posted the nation's top foreclosure rate -- one in every 95 Nevada housing units had a foreclosure filing during the first quarter. Although Nevada had the top foreclosure rate for the quarter, the state's foreclosure rate slipped to second highest among the states in March, after 62 consecutive months in the No. 1 spot. Arizona's foreclosure rate was the nation's highest state foreclosure rate in March. Although California default activity increased from February to March -- up 14 percent -- the state's overall foreclosure activity in the first quarter was down on a quarterly and annual basis. The California foreclosure rate still ranked second highest among all states in the first quarter, with one in every 103 housing units with a foreclosure filing. One in every 106 Arizona housing units had a foreclosure filing in the first quarter, the nation's third highest state foreclosure rate. Arizona foreclosure activity during the quarter was down 4 percent from the previous quarter and was down 41 percent from the first quarter of 2011. Other states with foreclosure rates ranking among the top 10 in the first quarter were Georgia (one in 119 housing units with a foreclosure filing), Florida (one in 123), Illinois (one in 141), Michigan (one in 162), Colorado (one in 191), Utah (one in 198) and Wisconsin (one in 206). California, Florida, Illinois post top foreclosure activity totals California's 133,245 properties with foreclosure filings in the first quarter was the highest total of any state and accounted for 23 percent of U.S. foreclosure activity during the quarter. Florida posted the second highest state total, with 73,344 properties with foreclosure filings during the quarter. Florida foreclosure activity in the first quarter increased 4 percent from the previous quarter and was up 26 percent from the first quarter of 2011. Illinois foreclosure activity increased 17 percent from the previous quarter and was up 14 percent from the first quarter of 2011, helping the state post the nation's third highest state foreclosure total in the first quarter: 37,660 properties with foreclosure filings. Other states with foreclosure activity totals among the nation's 10 highest were Georgia (34,234), Michigan (27,934), Arizona (26,956), Texas (23,807), Ohio (23,780), Pennsylvania (12,746), and Wisconsin (12,727). Time to foreclose increases nationwide, but down in key states U.S. properties foreclosed in the first quarter took an average of 370 days to complete the foreclosure process, up from 348 days in the previous quarter and the highest average number of days going back to the first quarter of 2007. Average foreclosure timelines appear to be turning a corner in some bellwether states. The average time to foreclose in California was 320 days, down from 352 days in the previous quarter and the second straight quarterly decrease after 12 straight quarterly increases. The average time to foreclose also decreased in Colorado, Utah, Massachusetts, Nevada, Michigan and Maryland. Despite the decrease, Maryland still posted the fifth longest time to foreclose, 618 days. The states with the top four longest times to foreclose were New York (1,056 days), New Jersey (966 days), Florida (861 days) and Illinois (628 days). * BOND PRICING -- For Week From April 9 to 13, 2012 --------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 14.963 AMBAC INC 9.500 2/15/2021 15.375 AMBAC INC 7.500 5/1/2023 17.250 AMBAC INC 5.950 12/5/2035 15.000 AES EASTERN ENER 9.000 1/2/2017 24.000 AGY HOLDING COR 11.000 11/15/2014 31.125 AHERN RENTALS 9.250 8/15/2013 48.500 INTL LEASE FIN 5.650 4/15/2012 99.750 AMER GENL FIN 4.000 4/15/2012 99.528 AMER GENL FIN 4.400 4/15/2012 99.450 AMER GENL FIN 5.200 5/15/2012 97.000 AMR CORP 9.000 8/1/2012 39.900 AM AIRLN PT TRST 10.180 1/2/2013 67.000 AM AIRLN PT TRST 9.730 9/29/2014 30.750 AMR CORP 6.250 10/15/2014 46.000 AM AIRLN PT TRST 7.379 5/23/2016 31.000 A123 SYSTEMS INC 3.750 4/15/2016 30.250 MAINST-CALL05/12 8.900 12/1/2027 100.750 BROADVIEW NETWRK 11.375 9/1/2012 86.000 BLOCKBUSTER INC 11.750 10/1/2014 1.688 C-CALL05/12 5.700 5/15/2024 100.700 CHRCH CAP FNDING 6.600 5/15/2013 25.000 DELTA AIR 1992B1 9.375 9/11/2017 26.625 DELTA AIR 1993A1 9.875 4/30/2049 19.260 DIRECTBUY HLDG 12.000 2/1/2017 17.375 DIRECTBUY HLDG 12.000 2/1/2017 23.000 DUNE ENERGY INC 10.500 6/1/2012 93.500 EASTMAN KODAK CO 7.250 11/15/2013 30.900 EASTMAN KODAK CO 7.000 4/1/2017 30.250 EASTMAN KODAK CO 9.950 7/1/2018 26.250 ENERGY CONVERS 3.000 6/15/2013 48.000 EVERGREEN SOLAR 13.000 4/15/2015 50.000 FIRST METRO 6.900 1/15/2019 15.000 GLB AVTN HLDG IN 14.000 8/15/2013 26.800 GMX RESOURCES 5.000 2/1/2013 73.741 GMX RESOURCES 5.000 2/1/2013 77.000 GLOBALSTAR INC 5.750 4/1/2028 55.500 HAWKER BEECHCRAF 8.500 4/1/2015 10.750 HAWKER BEECHCRAF 8.875 4/1/2015 17.000 HAWKER BEECHCRAF 9.750 4/1/2017 4.000 HOS-CALL04/12 6.125 12/1/2014 101.125 QUICKSILVER RES 1.875 11/1/2024 97.711 LEHMAN BROS HLDG 12.120 9/11/2009 27.625 LEHMAN BROS HLDG 22.650 9/11/2009 27.625 LEHMAN BROS HLDG 6.000 7/19/2012 29.500 LEHMAN BROS HLDG 1.250 8/5/2012 28.125 LEHMAN BROS HLDG 0.250 8/16/2012 28.125 LEHMAN BROS HLDG 0.250 9/6/2012 28.125 LEHMAN BROS HLDG 1.000 9/7/2012 28.125 LEHMAN BROS HLDG 3.000 10/28/2012 28.125 LEHMAN BROS HLDG 2.000 10/31/2012 28.125 LEHMAN BROS HLDG 3.000 11/17/2012 28.125 LEHMAN BROS HLDG 0.250 12/8/2012 28.125 LEHMAN BROS HLDG 0.250 12/8/2012 28.125 LEHMAN BROS HLDG 1.000 12/9/2012 28.125 LEHMAN BROS HLDG 2.000 12/31/2012 28.125 LEHMAN BROS HLDG 5.000 1/22/2013 27.750 LEHMAN BROS HLDG 5.625 1/24/2013 29.750 LEHMAN BROS HLDG 5.100 1/28/2013 28.250 LEHMAN BROS HLDG 5.000 2/11/2013 27.322 LEHMAN BROS HLDG 4.800 2/27/2013 28.125 LEHMAN BROS HLDG 4.700 3/6/2013 27.750 LEHMAN BROS HLDG 5.000 3/27/2013 28.130 LEHMAN BROS HLDG 1.500 3/29/2013 28.125 LEHMAN BROS HLDG 2.000 4/30/2013 28.125 LEHMAN BROS HLDG 5.750 5/17/2013 27.575 LEHMAN BROS HLDG 2.000 8/1/2013 28.125 LEHMAN BROS HLDG 1.000 10/17/2013 28.125 LEHMAN BROS HLDG 0.250 12/12/2013 28.125 LEHMAN BROS HLDG 0.450 12/27/2013 27.375 LEHMAN BROS HLDG 0.250 1/26/2014 28.125 LEHMAN BROS HLDG 5.250 1/30/2014 27.625 LEHMAN BROS HLDG 1.250 2/6/2014 28.125 LEHMAN BROS HLDG 4.800 3/13/2014 28.500 LEHMAN BROS HLDG 1.000 3/29/2014 28.125 LEHMAN BROS HLDG 5.000 8/3/2014 25.500 LEHMAN BROS HLDG 1.000 8/17/2014 28.125 LEHMAN BROS HLDG 1.000 8/17/2014 28.125 LEHMAN BROS HLDG 6.200 9/26/2014 30.125 LEHMAN BROS HLDG 5.150 2/4/2015 26.625 LEHMAN BROS HLDG 5.250 2/11/2015 27.150 LEHMAN BROS HLDG 8.800 3/1/2015 26.028 LEHMAN BROS HLDG 7.000 6/26/2015 28.125 LEHMAN BROS HLDG 8.500 8/1/2015 27.650 LEHMAN BROS HLDG 5.000 8/5/2015 25.630 LEHMAN BROS HLDG 7.000 12/18/2015 27.150 LEHMAN BROS HLDG 5.500 4/4/2016 30.063 LEHMAN BROS HLDG 8.920 2/16/2017 28.125 LEHMAN BROS HLDG 5.550 2/11/2018 28.130 LEHMAN BROS HLDG 11.000 6/22/2022 28.080 LEHMAN BROS HLDG 11.000 7/18/2022 26.500 LEHMAN BROS HLDG 11.000 8/29/2022 28.125 LEHMAN BROS HLDG 11.500 9/26/2022 28.125 LEHMAN BROS HLDG 9.500 2/27/2023 27.750 LEHMAN BROS HLDG 14.000 6/26/2023 28.125 LEHMAN BROS HLDG 18.000 7/14/2023 26.250 LEHMAN BROS INC 7.500 8/1/2026 12.500 LIFECARE HOLDING 9.250 8/15/2013 68.500 MASHANTUCKET PEQ 8.500 11/15/2015 10.300 MF GLOBAL HLDGS 6.250 8/8/2016 36.500 MF GLOBAL LTD 9.000 6/20/2038 34.750 MANNKIND CORP 3.750 12/15/2013 54.500 NCOG-CALL05/12 11.875 11/15/2014 97.402 PMI GROUP INC 6.000 9/15/2016 21.901 PMI CAPITAL I 8.309 2/1/2027 0.500 PENSON WORLDWIDE 8.000 6/1/2014 35.300 POWERWAVE TECH 3.875 10/1/2027 34.625 POWERWAVE TECH 3.875 10/1/2027 34.351 REDDY ICE CORP 13.250 11/1/2015 18.250 REAL MEX RESTAUR 14.000 1/1/2013 46.000 RESIDENTIAL CAP 6.500 4/17/2013 31.100 RESIDENTIAL CAP 6.875 6/30/2015 47.470 THORNBURG MTG 8.000 5/15/2013 9.000 THQ INC 5.000 8/15/2014 47.750 TOUSA INC 9.000 7/1/2010 21.000 TOUSA INC 9.000 7/1/2010 20.000 TRAVELPORT LLC 11.875 9/1/2016 32.250 TRAVELPORT LLC 11.875 9/1/2016 33.541 TIMES MIRROR CO 7.250 3/1/2013 41.625 TRIBUNE CO 5.250 8/15/2015 41.000 TRICO MARINE 3.000 1/15/2027 0.031 TRICO MARINE 3.000 1/15/2027 0.625 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXAS COMP/TCEH 7.000 3/15/2013 15.000 TEXAS COMP/TCEH 10.250 11/1/2015 21.125 TEXAS COMP/TCEH 10.250 11/1/2015 23.600 TEXAS COMP/TCEH 10.250 11/1/2015 22.000 TEXAS COMP/TCEH 15.000 4/1/2021 41.000 USEC INC 3.000 10/1/2014 45.144 VENTURE HLDGS 11.000 6/1/2007 4.750 VENTURE HLDGS 12.000 6/1/2009 5.000 VERSO PAPER 11.500 7/1/2014 106.000 WESTERN EXPRESS 12.500 4/15/2015 56.000 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***