/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120417.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 17, 2012, Vol. 16, No. 106 Headlines 10717 LLC: Sec. 341 Creditors' Meeting Set for April 30 201 WESTMORELAND: Sec. 341 Creditors' Meeting Set for May 11 207 REDWOOD: Court Considers Motion for Contempt on April 24 450HAY LLC: Files for Ch. 11 Bankruptcy to Halt Foreclosure Sale 450HAY LLC: Case Summary & 4 Largest Unsecured Creditors ACCESS PHARMACEUTICALS: Ayer Capital Holds 12.9% Equity Stake ALION SCIENCE: Sells Roughly $1.3MM Common Shares to ESOP Trust ALPHA PROTECTIVE: Case Summary & 15 Largest Unsecured Creditors ALLY FINANCIAL: Extends Maturity of Secured Facilities to May 14 AMERICAN AIRLINES: American Eagle Expands Ground Handling Ops. AMERICAN REALTY: Files List of Largest Unsecured Creditors ARCTIC GLACIER: Committee Authorizes Phase II Solicitation C-SWDE348 LLC: Court Says Case Fully Administered and Closed BACK PORCH: Case Summary & 4 Largest Unsecured Creditors BAOSHINN CORPORATION: Albert Wong Raises Going Concern Doubt BAYWOOD CAPITAL: Case Summary & Largest Unsecured Creditor BERNARD L. MADOFF: May 15 Hearing Set for Settlement Approval BIOVEST INTERNATIONAL: Board OKs Exec. Salaries with Condition BLACKPOINT LAKE: Case Summary & 2 Largest Unsecured Creditors BRUNSWICK CORP: S&P Raises Corp. Credit Rating to 'BB-' BUFFETS INC: Wants Until Aug. 15 to Decide on Leases CAMBRIDGE HEART: Amends 30.1 Million Common Shares Offering CAMBRIDGE HEART: Files Form S-1, Registers 56.1MM Common Shares CAPITALSOURCE INC: Fitch Raises Subordinated Debt Rating to 'BB-' CAPITOL CITY BANCSHARES: Nichols Cauley Raises Going Concern Doubt CATASYS INC: Issues Add'l $200,000 Promissory Note to Socius CHINA GREEN: Madsen & Associates Raises Going Concern Doubt CHURCH STREET: Wants to Hire Ordinary Course Professionals CLAIRE'S STORES: Reports $1.6 Million Net Income in Fiscal 2012 CLARE AT WATER TOWER: Chicago Senior Care Named Winning Bidder CLEAN BURN: Chapter 11 Trustee Incorporates Feb. 22 Report CLEAR CREEK: Has Court's Nod to Incur Administrative Priority Debt CLIFFS CLUB: Creditors Have Until May 31 to File Proofs of Claim COMMUNITY SHORES: Steven Bolhuis Discloses 5.1% Equity Stake COMSTOCK MINING: Daniel Kappes Named to Board of Directors CONSTRUCTORA DE HATO: Files for Chapter 11 in Puerto Rico CONTRACT RESEARCH: Taps Alston & Bird to Give Commercial Advice CONTRACT RESEARCH: Taps Young Conaway as Bankruptcy Counsel CONTRACT RESEARCH: U.S. Trustee Forms 3-Member Creditors Panel CROSS BORDER: CAO's Salary Increased to $12,500 CROSS BORDER: RMR Receives Approval to Add Six Members to Board CROSS ISLAND PLAZA: Sec. 341 Creditors' Meeting Set for May 14 CROSS ISLAND PLAZA: Files Amended List of Unsecured Creditors CRYSTALLEX INT'L: Gets Temporary General Cease Trade Order CYCLONE POWER: Mallah Furman Raises Going Concern Doubt CYCLONE POWER: Widens Net Loss to $23.7 Million in 2011 DAYTOP VILLAGE: Schedules Filing Deadline Extended to May 21 DAYTOP VILLAGE: Wins Authority to Hire Epiq as Claims Agent DAYTOP VILLAGE: Seeks Approval of Lowenstein as Bankr. Counsel DAYTOP VILLAGE: Rejects Lease for Manhattan Office Space DC DEVELOPMENT: Deere Credit Wants Automatic Stay Terminated DC DEVELOPMENT: SSG Capital Approved as Investment Banker DC DEVELOPMENT: Wants Cash Collateral Access Until July 15 DELTATHREE INC: Amends Sales Agency Agreement with ACN DIALOGIC INC: Amends 2011 Financial Reports DIALOGIC INC: Sells $39.5 Million Convertible Promissory Notes DOLLAR GENERAL: Moody's Raises CFR to 'Ba1'; Outlook Positive E-DEBIT GLOBAL: Incurs $1.1 Million Net Loss in 2011 EAST COAST: Ciena Gets OK to Foreclose Some North Carolina Assets EAST COAST: First Bank OK'd to Foreclose Certain Real Properties EASTMAN KODAK: Pilfered Digital Intellectual Property, Says Apple EASTMAN KODAK: Wants Until Aug. 16 to Remove Lawsuits EGPI FIRECREEK: Six Members Elected to Board of Directors ENERGEN CORPORATION: Moody's Updates Credit Opinion EPAZZ INC: Reports $121,800 Restated Net Loss in Q3 2011 EPAZZ INC: Restates 2010 Annual Report to Correct Errors EPAZZ INC: Amends 2011 Reports to Reflect Intellisys Acquisition ETERNAL SERVICES: Case Summary & 20 Largest Unsecured Creditors FIRSTLIGHT HYDRO: Fitch Affirms 'BB+' Rating on $320-Mil. Bonds FUEL DOCTOR: Amends Agency Agreement with Senibellacorp GREASE PRO: Case Summary & 12 Largest Unsecured Creditors GROVE PARK: Case Summary & 3 Largest Unsecured Creditors GRUBB & ELLIS: BCG Partners Completes Acquisition of Assets HARBORSIDE INVESTMENTS: Case Summary & 3 Largest Unsec Creditors HCA HOLDINGS: Board Adopts 2012 Senior Officer PEP HG & LL: Case Summary & 4 Largest Unsecured Creditors IAP WORLDWIDE: S&P Lowers Corporate Credit Rating to 'CCC' INTELLICELL BIOSCIENCES: Has $1MM License Pact with StemCells 21 INTELLIPHARMACEUTICS: Posts $1.94-Mil. Net Loss in Feb. 29 Quarter INVENTIV HEALTH: Moody's Retains 'B3' CFR; Outlook Negative JUELLE PROPERTIES: Voluntary Chapter 11 Case Summary KLN STEEL: Hall Attorneys Approved as Panel's Bankruptcy Counsel KLN STEEL: Has Access to Cash Collateral Until April 30 KLN STEEL: Horwood Marcus OK'd to Handle Corporate Matters KLN STEEL: Navigant Consulting OK'd as Panel's Financial Advisor KRATOS DEFENSE: S&P Lowers Corporate Credit Rating to 'B' LARSON LAND: Files for Chapter 11 in Boise LIBORIO MARKET: Files for Chapter 11 in Los Angeles LUMBER PRODUCTS: Hiring Sussman Shank as Chapter 11 Attorneys LUMBER PRODUCTS: Sec. 341 Creditors' Meeting Set for May 15 MARKETING WORLDWIDE: Issues 90,000 Series D Preferred Stock MARKWEST ENERGY: Moody's Issues Summary Credit Opinion MASTER SILICON: Child Van Wagoner Raises Going Concern Doubt MEDIA 8: Case Summary & 19 Largest Unsecured Creditors MEDYTOX SOLUTIONS: Peter Messineo Raises Going Concern Doubt METAL STORM: Has $350,000 Subscription Agreement with Luxinvest METAL STORM: Incurs A$6 Million Loss in 2011 MF GLOBAL: Court Permits Insurers to Pay D&O Defense Costs MF GLOBAL: Court Approves HSBC Bank Settlement MF GLOBAL: Schedules Filing Further Extended to May 18 MF GLOBAL: Ch. 11 Trustee Proposes Covington as Insurance Counsel MINT LEASING: M&K CPAs Raises Going Concern Doubt MOUNTAIN PROVINCE: To Hold Special Meeting on April 25 NATIONSTAR MORTGAGE: Moody's Affirms 'B1' CFR; Outlook Negative NEBRASKA BOOK: Court Gives Go Signal for Plan Solicitation NESCO LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable OCALA INN: Case Summary & 14 Largest Unsecured Creditors PACKAGING SYSTEMS: Meeting to Form Creditors' Panel on April 25 PARKS PHARMACY: Case Summary & 16 Largest Unsecured Creditors PERSONALIZED PHYSICIAN: Case Summary & Creditors List PHILLIPS VIEW: Case Summary & 7 Largest Unsecured Creditors WELKER FARMS: Voluntary Chapter 11 Case Summary PINNACLE AIRLINES: Nantahala Discloses 9.8% Equity Stake PNM RESOURCES: S&P Raises Unsecured Credit Rating to 'BB+' PRIMEDIA INC: S&P Puts 'B' Corp. Credit Rating on Watch Negative PROTECTIVE LIFE: Moody's Issues Summary Credit Opinion PROTEONOMIX INC: Miami University Terminates Research Agreement QUAMTEL INC: RBSN LLP Raises Going Concern Doubt QUANTUM FUEL: Maturity Date of Central 1 Loan Extended to 2017 RACETRACK DEVELOPMENT: Case Summary & 20 Largest Unsec Creditors RADLAX GATEWAY: Has Access to Cash Collateral Until June 20 RESIDENTIAL CAPITAL: S&P Keeps 'CC' Issuer Credit Rating on Watch SEITEL INC: S&P Rates New $275-Mil. Second Lien Term Loan 'B' STANADYNE HOLDINGS: COO James Borzi Resigns for Personal Reasons SINCLAIR BROADCAST: Acquires Freedom TV Stations for $385 Million SUN HEALTHCARE: S&P Raises Issue-Level Rating to 'BB-' TALON INTERNATIONAL: Michael Francis Resigns from Board TBS INTERNATIONAL: Court OKs Assumption of Plan Support Agreement TBS INTERNATIONAL: GCG Inc. Approved as Claims Agent TBS INTERNATIONAL: Gets Final OK to Hire GCG as Admin. Agent TBS INTERNATIONAL: Gets Final OK to Obtain $1.5MM DIP Financing TBS INTERNATIONAL: Gibson Dunn Approved as Gen. Bankruptcy Counsel TBS INTERNATIONAL: Lazard Freres Approved as Investment Banker TELKONET INC: To Record $3.1 Million of Impairment Charge in 2011 THERMOENERGY CORP: Errors Found in 2011 Financial Statements UNITED RENTALS: Fitch Affirms 'B' Long-Term Issuer Default Rating UNITED RETAIL: Committee Taps CBIZ Inc. as Financial Advisor UNITED RETAIL: Committee Wants Cooley LLP as Bankruptcy Counsel UNITED RETAIL: Has Until Aug. 29 to Decide on Unexpired Leases VIEW SYSTEMS: Hires Seale and Bears as New Accountants VOLUNTEER BANCORP: Suspending Filing of Reports with SEC WARNER CHILCOTT: S&P Keeps 'BB' Corporate Credit Rating WORLD SURVEILLANCE: Files Form S-1; Registers 50MM Common Shares * Large Companies With Insolvent Balance Sheets ********* 10717 LLC: Sec. 341 Creditors' Meeting Set for April 30 ------------------------------------------------------- The U.S. Trustee for the Eastern District of New York, in Brooklyn, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of 10717 LLC on April 30, 2012, at 2:30 p.m. at 271 Cadman Plaza East, Room 4529, in Brooklyn. Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012. 10717 LLC says it has total assets of $14.0 million and total debts of $14.35 million. It owns 18 acres of land in the town of Thompson, Sullivan County, New York. The property secures a $1.3 million debt. Judge Jerome Feller presides over the case. The Debtor is represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn. 201 WESTMORELAND: Sec. 341 Creditors' Meeting Set for May 11 ------------------------------------------------------------ The U.S. Trustee in Los Angeles, California, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of 201 Westmoreland Associates, Ltd., on May 11, 2012, at 10:00 a.m. at RM 2610, 725 S Figueroa St., in Los Angeles. 201 Westmoreland Associates, Ltd., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 12-22642) in its hometown in Los Angeles on April 10, 2012. The Debtor, in the business of real estate investment, estimated assets and debts of up to $50 million. It expects that funds will be available for distribution to unsecured creditors. Judge Neil W. Bason oversees the case. Warren N. Nemiroff, Esq., in Beverly Hills, California, serves as the Debtor's counsel. The petition was signed by Manuel Meza, president of the Debtor's general partner. 207 REDWOOD: Court Considers Motion for Contempt on April 24 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland will convene a hearing on April 24, 2012, at 10:00 a.m. to consider the motion for contempt filed by creditor RL BB Financial, LLC. About 207 Redwood Columbia, Maryland-based 207 Redwood LLC was created to own, rehabilitate and develop a 10-story historic building located at 207 East Redwood Street in downtown Baltimore, Maryland, into a hotel. The Debtor filed for Chapter 11 protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010. James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Md., assist the Debtor in its restructuring effort. In its amended schedules, the Debtor disclosed $14.5 million in assets and $24.1 million in liabilities as of the Petition Date. 450HAY LLC: Files for Ch. 11 Bankruptcy to Halt Foreclosure Sale ---------------------------------------------------------------- Michael Futch at fayobserver.com reports that 450 Hay LLC filed for Chapter 11 protection in the U.S. Bankruptcy Court for the District of North Carolina, blocking a forced auction of the Hotel Prince Charles in downtown Fayetteville, North Carolina. "There is no new date scheduled," the report quotes Lt. Dallas Tyree of the Cumberland County Sheriff's Office civil division, who made the announcement on the steps of the courthouse. The city of Fayetteville is seeking the auction to collect $77,000 owed by hotel owner John Chen over an illegally installed vinyl window. The city won a court judgement against Mr. Chen in 2010, according to the report. The report relates the bankruptcy filing estimated assets of $1 million to $10 million and estimated debts of $50,000 to $100,000. 450 Hay's creditors holding the largest unsecured claims are listed as the LSV Partnership of Fayetteville, an architectural and planning firm Mr. Chen reportedly hired to help bring the building up to code; the Cumberland County tax office; Hanover Ironworks of Wilmington; and Embarq Communications of Kansas City, Mo. Mr. Chen has to file additional paperwork for review by the bankruptcy court by July 10. He is ordered to appear at a meeting of creditors scheduled for 10 a.m. May 22 in U.S. Bankruptcy Court in Wilson, N.C. 450HAY LLC: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: 450hay, LLC 135-37 37 Avenue, #3A Flushing, NY 11354 Bankruptcy Case No.: 12-02808 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 E-mail: aspangler@hendrenmalone.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 A copy of the Company's list of its four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb12-02808.pdf The petition was signed by Kapil John Chen, member manager. ACCESS PHARMACEUTICALS: Ayer Capital Holds 12.9% Equity Stake ------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Ayer Capital Management, LP, ACM Capital Partners, LLC, and Jay Venkatesan disclosed that, as of Dec. 31, 2011, they beneficially own 2,758,620 shares of common stock of Access Pharmaceuticals Inc. representing 12.99% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/9Dkhm2 About Access Pharmaceuticals Access Pharmaceuticals, Inc., develops pharmaceutical products primarily based upon its nano-polymer chemistry technologies and other drug delivery technologies. The Company currently has one approved product, one product candidate at Phase 3 of clinical development, three product candidates in Phase 2 of clinical development and other product candidates in pre-clinical development. The Company reported a net loss of $2.53 million in 2011, compared with a net loss of $7.53 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.78 million in total assets, $21.39 million in total liabilities, and a $17.60 million total stockholders' deficit. For 2011, Whitley Penn 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 has had recurring losses from operations, negative cash flows from operating activities and has an accumulated deficit. ALION SCIENCE: Sells Roughly $1.3MM Common Shares to ESOP Trust --------------------------------------------------------------- Alion Science and Technology Corporation sold approximately $1.3 million worth of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust. The price per share to be ascribed to the common stock for this sale will be determined in a valuation of Alion common stock to be performed as of March 31, 2012. The trustee of the ESOP Trust, State Street Bank & Trust Company, has engaged an independent third-party valuation firm to assist in establishing a value for Alion's common stock as of March 31, 2012. Management expects the valuation to be completed by May 10, 2012. The shares of common stock were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933. About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. The Company reported a net loss of $44.38 million for the year ended Sept. 30, 2011, compared with a net loss of $15.23 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $642.26 million in total assets, $768.24 million in total liabilities, 124.29 million in redeemable common stock, $20.78 million in common stock warrants, $123,000 in accumulated other comprehensive loss and a $270.93 million accumulated deficit. * * * Alion carries 'Caa3' corporate family and probability of default Ratings, with stable outlook, from Moody's. Alion carries a 'B-' corporate credit rating, with stable outlook, from Standard & Poor's. Moody's said in March 2010, "The Caa1 corporate family rating would balance the continued high leverage against a promising business backlog that could sustain the good 2009 revenue growth rate, though credit challenges would remain pronounced." As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on McLean, Va.-based Alion Science and Technology Corp. to 'CCC+' from 'B-'. The rating outlook is negative. "The downgrade of Alion is a result of the company's recent operational weakness," said Standard & Poor's credit analyst Alfred Bonfantini, "and the prospect of further pressure on revenues, which stem from the continuing resolution on the 2011 Federal government budget that wasn't settled until April 2011, the subsequent specter of a U.S. government default during the debt ceiling debate, and the ongoing uncertainty over future budget cuts and levels." ALPHA PROTECTIVE: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Alpha Protective Services, Inc. P.O. Box 6670 Thomasville, GA 31758 Bankruptcy Case No.: 12-70482 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Middle District of Georgia (Valdosta) Judge: John T. Laney, III Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 15 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/gamb12-70482.pdf The petition was signed by Jeffery B. Brinson, president/CEO. ALLY FINANCIAL: Extends Maturity of Secured Facilities to May 14 ---------------------------------------------------------------- At Dec. 31, 2011, Ally Financial Inc. had funding arrangements with Residential Capital, LLC, that included $1.0 billion of senior secured credit facilities and a $1.6 billion line of credit consisting of a $1.1 billion secured facility and a $500 unsecured facility. The Senior Secured Facilities and Line of Credit had a maturity date of April 13, 2012. Ally has extended the maturity date of the Senior Secured Facilities and the $1.1 billion secured facility under the Line of Credit to May 14, 2012. The unsecured facility under the Line of Credit was not extended. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion in total assets, $162.22 billion in total liabilities and $19.73 billion in total equity. ResCap According to the Form 10-Q for the quarter ended Sept. 30, 2011, although Ally's continued actions through various funding and capital initiatives demonstrate support for ResCap, there can be no assurances for future capital support. Consequently, there remains substantial doubt about ResCap's ability to continue as a going concern. Should Ally no longer continue to support the capital or liquidity needs of ResCap or should ResCap be unable to successfully execute other initiatives, it would have a material adverse effect on ResCap's business, results of operations, and financial position. Ally said it has extensive financing and hedging arrangements with ResCap that could be at risk of nonpayment if ResCap were to file for bankruptcy. At Sept. 30, 2011, Ally had $1.9 billion in secured financing arrangements with ResCap of which $1.2 billion in loans was utilized. At Sept. 30, 2011, the hedging arrangements were fully collateralized. Amounts outstanding under the secured financing and hedging arrangements fluctuate. If ResCap were to file for bankruptcy, ResCap's repayments of its financing facilities, including those with Ally, could be slower. In addition, Ally could be an unsecured creditor of ResCap to the extent that the proceeds from the sale of Ally's collateral are insufficient to repay ResCap's obligations to the Company. It is possible that other ResCap creditors would seek to recharacterize Ally's loans to ResCap as equity contributions or to seek equitable subordination of Ally's claims so that the claims of other creditors would have priority over Ally's claims. Ally also said that, should ResCap file for bankruptcy, Ally's $331 million investment related to ResCap's equity position would likely be reduced to zero. If a ResCap bankruptcy were to occur and a substantial amount of Ally's credit exposure is not repaid to the Company, it could have an adverse impact on Ally's near- term net income and capital position, but Ally does not believe it would have a materially adverse impact on Ally's consolidated financial position over the longer term. * * * In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. AMERICAN AIRLINES: American Eagle Expands Ground Handling Ops. -------------------------------------------------------------- Eagle Ground Handling, American Eagle's ground handling business, has been awarded a contract to handle United Express ground handling operations at nine U.S. locations. Currently, Eagle Ground Handling provides ground handling services for other airlines in Waco, College Station, Killeen/Fort Hood and Tyler, Texas, as well as Monroe, La. As a result of these awards, it will add ground handling services for United Express at those stations, along with Dallas Love Field, Del Rio and Beaumont/Port Arthur, Texas, plus Binghamton, N.Y. "We are excited about this opportunity to expand our relationship with United Express," said Pedro Fabregas, American Eagle's Senior Vice President - Customer Service. "Our team at Eagle Ground Handling is the best in the industry, and we look forward to providing our excellent services at these nine locations." The United Express ground handling operations at the newly contracted stations will be transitioned to Eagle Ground Handling in the coming months. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN REALTY: Files List of Largest Unsecured Creditors ---------------------------------------------------------- American Realty Trust, Inc., submitted to the U.S. Bankruptcy Court for the District of Nevada a list of its largest unsecured creditors: Name of Creditor Amount of Claim ---------------- --------------- Clapper Entities $73,000,000 c/o Andrew W. Mychalowych Siciliano Mychalowych & Van Dusan, PC 3700 Grand River Ave., Suite 350 Farmington, MI 48335 Academy Bank, a division of $8,000,000 Armed Forces Bank, N.A. P.O. Box 26458 Kansas City, MO 64196-6458 Graham Mortgage Corporation $3,330,859 3838 Oak Loan Avenue, Suite 1500 Dallas, TX 75219 One Bank & Trust NA $95,000 P.O. Box 34113 Little Rock, AR 72203-4113 Shamoun & Norman LLP $17,362 1755 Wittington Plance, Suite 200 LB 25 Dallas, TX 75234 Kutak Rock LLP $16,084 P.O. Box 30057 Omaha, NE 58103-1157 Marion County $6,528 503 SE 25th Avenue Ocala, FL 34471 Eddie Vasallo, P.C. $6,402 3710 Rawlins, Suite 1200 Dallas, TX 75219-6410 Archibald & Associates $5,000 13219 George Street Dallas, TX 75234 Taxing Authority $3,838 Consulting Services PC on behalf of Fairfax County, DTA, VA P.O. Box 71476 Richmond, VA 23255-1476 Frisco ISD $120 6948 Maple Street Frisco, TX 75034 Collin County $68 2300 Bloomdale, Suite 2324 McKinney, TX 75071 Katy ISD $55 P.O. Box 159 Katy, TX 77492-0159 Frisco ISD $32 6948 Maple Street Frisco, TX 75034 Harris County $23 c/o Tax Assessor-Collector P.O. Box 4622 Houston, TX 77210-4622 Collin County $18 2300 Bloomdale, Suite 2324 McKinney, TX 75071 Interstate MUD $15 P.O. Box1368 Friendswood, TX 77549-1368 About American Realty Trust Las Vegas, Nevada-based American Realty Trust, Inc., filed for Chapter 11 (Bankr. D. Nev. Case No. 12-10883) on Jan. 26, 2012, estimating assets and debts of $10 million to $50 million. The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B). Bankruptcy Judge Mike K. Nakagawa presides over the case. Santoro, Driggs, Walch, Kearney, Holley & Thompson represents the Debtor in its restructuring effort. The petition was signed by Steven A. Shelley, vice president. ARCTIC GLACIER: Committee Authorizes Phase II Solicitation ---------------------------------------------------------- Arctic Glacier Income Fund on April 12 disclosed that a special committee of its board of trustees has authorized commencement of Phase II of the Sale and Investor Solicitation Process. During Phase I of the SISP, Arctic Glacier's financial advisor, TD Securities Inc. solicited and received non-binding letters of intent from several interested parties to acquire or to invest in Arctic Glacier. Alvarez & Marsal Canada Inc., in consultation with TD Securities, the Chief Process Supervisor and Arctic Glacier, determined that multiple LOIs were qualified for inclusion in Phase II. As a result, TD Securities and the Monitor recommended that the Special Committee authorize the commencement of Phase II of the SISP. Arctic Glacier, with the assistance of TD Securities, will now make additional information available to parties invited to Phase II and will then seek submission of binding proposals regarding a transaction with the Fund. Phase II is expected to require a period of several weeks to complete and there can be no assurance that any transaction may occur. "We are very pleased with the level of interest that surfaced in Phase I," said Keith McMahon, President and CEO of Arctic Glacier. "We received indications of interest from a large group of prospective acquirers and investors, and are optimistic about Phase II of the process. We will continue to work with these parties and expect to conclude a transaction for the benefit of all Arctic Glacier stakeholders." Commenting on the April 12 news release from Reddy Ice Holdings, Inc. in connection with their U.S. Chapter 11 bankruptcy proceedings and interest in a combination with Arctic Glacier, Mr. McMahon said, "We have received a non-binding letter of intent from Reddy Ice. Reddy Ice is one of many parties that have expressed interest in our process and from whom a non-binding letter of intent was received. We do not intend to disclose the identities of any of our Phase II participants." About Arctic Glacier Arctic Glacier Income Fund, through its operating company, Arctic Glacier Inc., is a leading producer, marketer and distributor of high-quality packaged ice in North America, primarily under the brand name of Arctic Glacier(R) Premium Ice. Arctic Glacier operates 39 production plants and 48 distribution facilities across Canada and the northeast, central and western United States servicing more than 75,000 retail locations. Arctic Glacier Income Fund trust units are listed on the Toronto Stock Exchange under the trading symbol AG.UN. There are currently 39.0 million trust units outstanding. Following the issuance of units to the Debenture holders on Aug. 2, 2011, there will be 350.3 million trust units outstanding. Arctic Glacier filed for Chapter 15 bankruptcy (Bankr. D. Del. Case No. 12-10603) on Feb. 22, 2012. The Fund estimated assets and debts of $100 million to $500 million. Judge Kevin Gross presides over the case. Marketwire reported that since late 2010, a special committee of the board has been engaged in a strategic and financing review, with the assistance of TD Securities. The report added that the Fund was in breach of certain financial covenants governing EBITDA levels and other measures under its credit facilities. The breach created a default under the terms of the credit facilities and the Fund received notices of default from its term loan lenders and revolving term credit facility lenders in September 2011, without requiring accelerated payments. As a result, the Fund no longer had the ability to make additional draws on its revolving term credit facility. C-SWDE348 LLC: Court Says Case Fully Administered and Closed ------------------------------------------------------------ The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada entered a final decree and order closing the Chapter 11 case of C-SWDE348, LLC. The Court found that the case is fully administered pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022. About C-SWDE348 Las Vegas, Nevada-based C-SWDE348, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-13942) on March 21, 2011. Scott Bogatz, Esq., at Bogatz & Associates, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051) and four affiliates filed for bankruptcy in 2009. B-NWI1, LLC (Case No. 10-15774) and nine other related entities sought bankruptcy protection in 2010. B-SCT1, LLC (Case No. 11-11560) and G-SWDE1, LLC (Case No. 11-11991) filed Chapter 11 petitions in February 2011. C-NW361, LLC, and five other affiliates sought bankruptcy protection in March 2011. BACK PORCH: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Back Porch, LLC P.O. Box 462 Dahlonega, GA 30533 Bankruptcy Case No.: 12-21377 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Herbert C. Broadfoot, II, Esq. RAGSDALE, BEALS, SEIGLER, PATTERSON & GRAY, LLP 2400 International Tower 229 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 588-0500 Fax: (404) 523-6714 E-mail: broadfoot@rbspg.com Scheduled Assets: $1,500,000 Scheduled Liabilities: $799,741 A copy of the Company's list of its four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-21377.pdf The petition was signed by Lester Lee Creef, managing member. BAOSHINN CORPORATION: Albert Wong Raises Going Concern Doubt ------------------------------------------------------------ Baoshinn Corporation filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Albert Wong, in Hong Kong, expressed substantial doubt about Baoshinn's ability to continue as a going concern. The independent auditors noted that the Company has accumulated losses. The Company reported net income of $109,462 on $38.54 million of revenues for 2011, compared with net income of $79,465 on $30.60 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.55 million in total assets, $5.61 million in total liabilities, and stockholders' equity of $940,082. A copy of the Form 10-K is available for free at: http://is.gd/st5Aze Located in Kowloon, Hong Kong, Baoshinn Corporation, through its Hong Kong subsidiary, is ticket consolidator of major international airlines, including Thai Airways, Eva Airways, Dragon Air, Air China, China Southern Airlines, China Eastern Airlines, HongKong Airlines & HongKong Express. The Company provides travel services such as ticketing, hotel and accommodation arrangements, tour packages, incentive tours and group sightseeing services to customers located in Hong Kong and Mainland China. BAYWOOD CAPITAL: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Baywood Capital LLC 2406 West Ocean Front Newport Beach, CA 92663 Bankruptcy Case No.: 12-14601 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Stanley D Bowman, Esq. 700 N Pacific Coast Hwy Ste 202A Redondo Beach, CA 90277 Tel: (310) 937-4529 E-mail: sb@stanleybowman.com Scheduled Assets: $1,900,000 Scheduled Liabilities: $2,919,542 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capitol One Bank loan $2,919,542 P.O. Box 21887 Eagan, MN 55121 The petition was signed by Moses Mortazavi, manager. BERNARD L. MADOFF: May 15 Hearing Set for Settlement Approval ------------------------------------------------------------- On Friday, April 13, 2012, on behalf of Irving H. Picard, the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), Counsel to the Trustee filed the following with the District Court for the Southern District of New York with regard to Picard v. Katz et al.: 1. Trustee's Motion and Memorandum for Entry of Order Pursuant to Section 105(a) of the Bankruptcy Code and Rules 2002(a)(3) and 9019(a) of the Federal Rules of Bankruptcy Procedure Approving Settlement Agreement 2. Trustee's Affidavit in support of Motion and Memorandum for Entry of Order pursuant to Section 105(a) of the Bankruptcy Code and Rules 2002(a)(3) and 9019(a) of the Federal Rules of Bankruptcy Procedure Approving Settlement Agreement 3. Settlement Agreement and Release Summary/highlights of the Settlement: -- The Settlement Agreement represents a good faith, complete and final settlement between the two parties. It is a practical and fair compromise of complex litigation issues and avoids a protracted and expensive trial and lengthy appeals. The settlement is in the best interests of the BLMIS Customer Fund and the BLMIS customers with allowed claims -- who were defrauded by the Madoff Ponzi scheme -- who will ultimately receive distributions of recovered monies from the Customer Fund. -- The Agreement enables the BLMIS Customer Fund to recoup six years (2002 through 2008) of fictitious profits of $162,000,000 and enables the SIPA Trustee to increase the fund of customer property (the Customer Fund) by $162 million. -- The settlement payment schedule -- details of which are fully outlined in the Agreement -- is structured to make the settlement fully collectable, and creates a way to work around the restrictive issues faced by the Defendants that include constricted cash flow and lender covenant issues. The Trustee believes that without a solution such as this settlement presents, he would not have been able to recover more for the BLMIS Customer Fund by litigating to the point of judgment. -- The Trustee's financial due diligence confirmed the basis for the settlement and the representations made by the Katz et al. Defendants. -- The Defendants' allowed claims of approximately $178 million (BLMIS accounts in which the Defendants had deposited more money than they had withdrawn -- their "net loser" accounts) will be unconditionally assigned to the Trustee. Any payments against the allowed claims that the Defendants are assigning to the Trustee will reduce the amount owed by the Defendants and will be added to the Customer Fund. If the settlement has not been fully satisfied in three years, Katz et al. Defendants must each pay their respective remainder of the settlement amount. If any of the Defendants are unable to do so, Saul Katz and Fred Wilpon will be personally responsible for any shortfall up to $29 million. -- The Katz et al. Defendants agree to withdraw their petition for a writ of certiorari filed with the United States Supreme Court from the Second Circuit Net Equity Order and also agree not to pursue or join any other litigation involving the Trustee or SIPC arising out of or relating to the BLMIS liquidation. The termination of such litigation will help speed additional distributions to BLMIS customers with allowed claims. A hearing for approval of the settlement before the District Court for the Southern District of New York has been scheduled for Tuesday, May 15, 2012, at 4:00 p.m. Counsel to the SIPA Trustee at Baker Hostetler who worked on the settlement filings with regard to Picard v. Saul Katz et al. include: David Sheehan, Fernando Bohorquez, Geraldine Ponto, Regina Griffin, Steven Goldberg, Karin Jenson Scholz, Henry Bodenheimer, Katherine Zunno, and Jody Schechter. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 17, 2012 and in the 38 months since his appointment, the SIPA Trustee has recovered or entered into agreements to recover more than $9 billion, representing roughly 52% of the roughly $17.3 billion in principal estimated to have been lost in the Ponzi scheme by BLMIS customers who filed claims. The recoveries exceed prior restitution efforts related to Ponzi schemes both in terms of dollar value and percentage of stolen funds recovered. Pro rata distributions from the Customer Fund to BLMIS customers whose claims have been allowed by the SIPA Trustee totaled $325.7 million. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. BIOVEST INTERNATIONAL: Board OKs Exec. Salaries with Condition -------------------------------------------------------------- The Board of Directors of Biovest International, Inc., approved the compensation arrangements for the named officers as a result of an annual compensation review by the Board of Directors and its Compensation Committee. However, those arrangements will be contingent on, and not commence until, the Company has raised an aggregate total of $4.0 million in additional new financing: -- Francis E. O'Donnell, Jr. M.D., the Company's Executive Chairman, will receive a base salary of $85,619 and a cash of bonus of $38,150 for the fiscal year ending Sept. 30, 2012. -- Samuel S. Duffey, Esq., the Company's President and Chief Executive Officer, will receive an increase to his base salary from $237,500 to $244,625 and a cash bonus of $109,000 for fiscal year ending Sept. 30, 2012. -- Brian D. Bottjer, CPA, the Company's Acting Chief Financial Officer and Controller, will receive an increase to his base salary from $140,000 to $155,000 for the fiscal year ending Sept. 30, 2012. He will receive an additional increase in his base salary if he becomes the Company's Chief Financial Officer when the Board of Director considers that matter later in the year. In addition, on March 30, 2012, the Company granted stock options to purchase the following number of shares of the Company's common stock: Dr. O'Donnell (459,550 shares), Mr. Duffey (919,100 shares), and Mr. Bottjer (282,800 shares). Those options were granted under the Company's 2010 Equity Incentive Plan at an exercise price of $0.57 per share and immediately vested upon the grant date. About Biovest International Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study, demonstrating evidence of safety and efficacy for the treatment of indolent follicular non-Hodgkin's lymphoma. Headquartered in Tampa, Florida, with its bio-manufacturing facility based in Minneapolis, Minnesota, Biovest is publicly- traded on the OTCQB(TM) Market with the stock-ticker symbol "BVTI", and is a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc. (OTCQB: "ABPI"). Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on Nov. 10, 2008. Biovest emerged from Chapter 11 protection, and its reorganization plan became effective, on Nov. 17, 2010. CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred cumulative net losses since inception of approximately $161 million and cash used in operating activities of approximately $4.6 million during the two years ended Sept. 30, 2011, and had a working capital deficiency of approximately $2.2 million at Sept. 30, 2011. The Company reported a net loss of $15.28 million on $3.88 million of total revenue for the year ended Sept. 30, 2011, compared with a net loss of $8.58 million on $5.35 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $5.27 million in total assets, $38.90 million in total liabilities, and a $33.63 million total stockholders' deficit. BLACKPOINT LAKE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Blackpoint Lake Group P.O. Box 224 Walden, NY 12586 Bankruptcy Case No.: 12-10998 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Debtor's Counsel: Robert S. Lewis, Esq. LAW OFFICES OF ROBERT S. LEWIS, P.C. 53 Burd Street Nyack, NY 10960 Tel: (845) 358-7100 E-mail: robert.lewlaw1@gmail.com Scheduled Assets: $1,600,000 Scheduled Liabilities: $907,000 A copy of the Company's list of its two largest unsecured creditors is available for free at: http://bankrupt.com/misc/nynb12-10998.pdf The petition was signed by Dwayne Handley. BRUNSWICK CORP: S&P Raises Corp. Credit Rating to 'BB-' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Lake Forest, Illinois-based Brunswick Corp. to 'BB-' from 'B+'. The rating outlook is positive. "At the same time, we revised our recovery rating on Brunswick's unsecured notes and debentures to '4', indicating our expectation of average recovery (30% to 50%) in the event of a payment default, from '5'. In addition, we raised our issue-level rating on these securities to 'BB-' (at the same level as the corporate credit rating) from 'B' (one notch lower than the previous corporate credit rating), in accordance with our notching criteria. The revised recovery rating is because of recent repurchases of secured notes and unsecured debt. The lower amount of secured and unsecured debt outstanding results in improved recovery prospects for the unsecured debt under our simulated default scenario," S&P said. "The upgrade reflects our belief that, under our updated performance expectations, Brunswick will maintain credit measures comfortably within our threshold for a 'BB-' corporate credit rating, even incorporating expected revenue and EBITDA volatility in the company's marine segment over time," said Standard & Poor's credit analyst Emile Courtney. "Given our assessment of Brunswick's business risk profile, we believe a leverage target in the low-4x area on average is in line with our current 'BB-' rating, although we expect that leverage will be well below this level in 2012 and 2013. The upgrade reflects Brunswick's lower manufacturing cost structure after years of restructuring, and our belief that the company will maintain inventory levels that allow it's production volumes to be largely in line with expected retail demand over the next several years." "Our 'BB-' corporate credit rating on Brunswick reflects our assessment of the company's financial risk profile as 'significant' and its business risk profile as 'weak'," S&P said. "Our assessment of Brunswick's financial risk profile as significant reflects meaningful anticipated variability in credit metrics over time. Even though we would be comfortable with leverage in the low-4x area on average, we expect that total lease and pension adjusted debt to EBITDA (our measure of leverage) will improve to well below this threshold over the intermediate term. We believe leverage will be in the high-2x area in 2012 and in the low-2x area in 2013, and that funds from operations (FFO) to total adjusted debt will be in the 25% to 30% range over this time frame. However, even in a moderate recession scenario after 2013, and assuming efficient inventory and cost control over the next several years, we believe Brunswick's leverage could potentially deteriorate around 2x. Still, assuming management remains disciplined regarding inventory management, this moderate recession scenario would translate into a meaningful reduction in variability compared to significant levels of negative EBITDA experience during the last severe economic recession," S&P said. BUFFETS INC: Wants Until Aug. 15 to Decide on Leases ---------------------------------------------------- Buffets Restaurants Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until Aug. 15, 2012, the deadline to assume or reject all unexpired leases of nonresidential real property. The Debtors are tenants under several hundred leases of non- residential real property related to restaurant locations across the country well as corporate offices in eagan, Minnesota, Greer, South Carolina; and Fresno, California. The Debtors explain that they need more time to complete the discussions and negotiations with the Ad Hoc Committee and the Official Committee of Unsecured Creditors, regarding, among other things, the proposed treatment of holders of allowed general unsecured claims. The Debtors would then file an amended version of the Pre-Negotiated Plan that incorporates the agreement that the parties have reached concerning these matters. The Debtors set a hearing on April 30 at 11:30 a.m. on their request for extension in their lease extension period. Objections, if any, are due April 23. About Buffets Inc. Buffets Inc., the nation's largest steak-buffet restaurant company, operates 494 restaurants in 38 states, comprised of 483 steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R) restaurants, and franchises 3 steak-buffet restaurants in two states. The restaurants are principally operated under the Old Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R) brands. Buffets employs 28,000 team members and serves 140 million customers annually. Buffets Inc. and all of its subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18, 2012, after it reached a restructuring support agreement with 83% of its lenders to eliminate virtually all of the Company's roughly $245 million of outstanding debt. In its schedules Buffets Inc. disclosed $384,810,974 in assets and $353,498,404 in liabilities. The Debtors are seeking to reject leases for 83 underperforming restaurants. Buffets had 626 restaurants when it began its prior bankruptcy case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). It emerged from bankruptcy in April 2009. Higher gasoline and energy costs, along with a decline in guest count, have hampered the Debtors' ability to service their long- term debt and caused a liquidity strain, forcing the Company to return to Chapter 11 bankruptcy. In the new Chapter 11 case, Buffets Inc.'s legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. The Company's financial advisor is Moelis, Inc. Epiq Bankruptcy Solutions LLC serves as claims, noticing and balloting agent. An ad hoc committee of secured lenders is represented by Willkie Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del Genio, Gries & Co. as financial advisors. Credit Suisse, as DIP Agent and Prepetition First Lien Agent, is represented by Skadden Arps Slate Meagher & Flom as counsel. The U.S. Trustee has appointed a 5-member Official Committee of Unsecured Creditors in the Debtors' cases. CAMBRIDGE HEART: Amends 30.1 Million Common Shares Offering ----------------------------------------------------------- Cambridge Heart, Inc., filed with the U.S. Securities and Exchange Commission a post-effective amendment no.1 to its Form S-1 relating to the resale by George M. Abraham, Brenda Forwood, Luis Martins, et al., of up to 30,160,000 shares of the Company's common stock, consisting of: (i) 14,500,000 shares of its currently outstanding common stock that were issued in a private placement that the Company completed in December 2010; (ii) 14,500,000 shares of the Company's common stock currently issuable upon the exercise of warrants that were issued in the December 2010 private placement; and (iii) 1,160,000 shares of the Company's common stock currently issuable upon the exercise of warrants that were issued to the selling agent in connection with the December 2010 private placement. The Company is not selling any shares of common stock in this offering and, therefore, will not receive any proceeds from this offering. The Company will, however, receive the exercise price of the warrants if and when these warrants are exercised by the selling stockholders. The Company will bear all of the expenses and fees incurred in registering the shares offered by this prospectus. The Company's common stock is traded on the OTC Bulletin Board under the symbol "CAMH." The last reported sale price for the Company's common stock on the OTC Bulletin Board on April 11, 2012, was $0.08 per share. A copy of the amended prospectus is available for free at: http://is.gd/3nWN2Q About Cambridge Heart Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the research, development and commercialization of products for the non-invasive diagnosis of cardiac disease. For the year ended Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts, expressed substantial doubt about Cambridge Heart's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses, inability to generate positive cash flows from operations, and liquidity uncertainties from operations. The Company reported a net loss of $5.40 million in 2011, compared with a net loss of $5.17 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.73 million in total assets, $2.10 million in total liabilities, $12.75 million of convertible preferred stock, and a stockholders' deficit of $13.12 million. CAMBRIDGE HEART: Files Form S-1, Registers 56.1MM Common Shares --------------------------------------------------------------- Cambridge Heart, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to resale by Alpha Capital Anstalt, Luis F. Martins, Osiris Investment Partners, L.P., et al., of up to 56,176,362 shares of the Company's common stock, consisting of: (i) 26,727,266 shares of the Company's common stock currently issuable upon the conversion of senior secured convertible promissory notes that were issued in a private placement that the Company completed in January and February 2012; (ii) 2,721,830 shares of the Company's common stock that may be issued as interest on the senior secured convertible promissory convertible notes issued in the January and February 2012 private placement financing; and (iii) 26,727,266 shares of the Company's common stock currently issuable upon the exercise of warrants that were issued in the January and February 2012 private placement financing. The Company is not selling any shares of common stock in this offering and, therefore, will not receive any proceeds from this offering. The Company will, however, receive the exercise price of the warrants if and when these warrants are exercised by the selling stockholders. The Company will bear all of the expenses and fees incurred in registering the shares offered by this prospectus. The Company's common stock is traded on the OTC Bulletin Board under the symbol "CAMH.' The last reported sale price for the Company's common stock on the OTC Bulletin Board on April 11, 2012, was $0.08 per share. A copy of the prospectus is available for free at: http://is.gd/EV5qdh About Cambridge Heart Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the research, development and commercialization of products for the non-invasive diagnosis of cardiac disease. For the year ended Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts, expressed substantial doubt about Cambridge Heart's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses, inability to generate positive cash flows from operations, and liquidity uncertainties from operations. The Company reported a net loss of $5.40 million in 2011, compared with a net loss of $5.17 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.73 million in total assets, $2.10 million in total liabilities, $12.75 million of convertible preferred stock, and a stockholders' deficit of $13.12 million. CAPITALSOURCE INC: Fitch Raises Subordinated Debt Rating to 'BB-' ----------------------------------------------------------------- Fitch Ratings has upgraded CapitalSource Inc.'s (CSE) long-term Issuer Default Rating (IDR) and senior subordinated debt rating to 'BB' and 'BB-', respectively, and affirmed the long-term IDR of its wholly owned bank subsidiary, CapitalSource Bank (CSB) at 'BB'. The Rating Outlook remains Stable. Fitch's rating action reflects improving asset quality trends in CSE's legacy loan portfolio, resulting in a reduction in loss provisioning and subsequent improvement in operating performance. Fitch believes CSE's liquidity profile has strengthened over the last year due to substantial repayment of parent company debt. Given existing cash balances relative to near-term funding requirements, Fitch views CSE's liquidity to be more than sufficient. Fitch has equalized the IDR of CSE to that of its bank subsidiary to reflect the significant progress CSE has made since last year to reduce debt at the parent company. Through cash proceeds received from the liquidation of CSE's legacy loan portfolio, the company repaid nearly 62% of its outstanding debt in 2011. Total debt at CSE and its nonbank subsidiaries declined to $774 million as of year-end 2011 compared to $959 billion at year-end 2010. An additional $29 million of debt will mature in 2012 from the balance remaining on its 7.25% convertible senior subordinated debt, which CSE can redeem at par beginning July 2012. As a result of the significant deleveraging, Fitch has also upgraded the credit ratings of CSE's senior subordinate debt, reflecting the above-average recovery prospects in the event of liquidation. The affirmation of CSB's IDR at 'BB' reflects the bank's solid liquidity and capitalization profile relative to its peers, offset by unseasoned performance of new bank originations, reliance on spread income, poor but improving asset quality of legacy loan exposures, and a rate-sensitive deposit base. Fitch believes CSB's planned bank charter conversion is reasonable, but there remain potential regulatory and execution risks. Absent approval by the regulators, Fitch notes CSB's funding platform will likely remain narrow and rate-sensitive due to the nature of CSB's funding base, which is primarily comprised of short-term, retail certificates of deposit. Overall asset quality continued to improve in 2011 as compared to 2010. Asset quality metrics bottomed during the first half of 2010, attributed to the underperformance of CSE's legacy loan portfolio. Total delinquencies (30+ days) continued to improve through 2011, decreasing to $109 million at year-end 2011 compared to $349 million at year-end 2010. Non-accruing and impaired loans also showed improvement, totaling $281 million and $425 million, respectively, in 2011 compared to $699 million and $931 million, respectively, in 2010. On a trailing 12-month basis, charge-offs declined to $268 million at year-end 2011 compared to $426 million one year prior. Overall loss reserves as a percentage of the loan portfolio totaled 2.67% at Dec. 31, 2011, which is significantly lower than 5.17% at Dec. 31, 2010, reflecting improved asset quality performance. Given the positive trends, the company continued to release loss reserves through 2011. Assuming current credit quality trends continue to improve, Fitch believes CSE has adequately reserved for potential future losses. However, Fitch notes that weakness or deterioration beyond current expectations, particularly in the remaining legacy loan exposure, may continue to have an adverse effect on CSE's financial performance and possibly generate negative ratings momentum. As mentioned, CSE's consolidated financial performance improved in 2011 benefitting from improved asset quality metrics and a significant decline in loss provisioning as compared to the prior three years. CSE reported pre-tax operating losses on continuing operations of $15 million in 2011 compared to losses of $161 million and $775 million for the years ended 2010 and 2009, respectively. On a standalone basis, CSB's financial performance and profitability over the last two years have been similarly affected by the poor performance trends of the bank's portion of the legacy loan portfolio, but to a much lesser degree relative to its parent. CSE reported pre-tax operating profit of $171 million at year-end 2011 compared to $65 million in 2010, which was primarily attributed to increased net interest income generated from significant loan growth. Fitch expects near-term profitability to be constrained by tail risk associated with the performance of the remaining legacy loan book and nonperforming assets. However, Fitch believes CSE will return to profitability as the company works through its problem loans and lending volume increases at CSB. Fitch believes CSB's capital base is solid and of good quality, as compared to similarly rated peers. However, given asset quality concerns with respect to CSE's legacy loan portfolio, Fitch believes a capital base of CSE's current size is appropriate to support CSB's current ratings. In connection with the FDIC's consent order, CSB must maintain a minimum total risk-based capital ratio of at least 15%, a minimum Tier-1 risk-based capital ratio of at least 6% and a minimum Tier-1 leverage ratio of at least 5%. At Dec. 31, 2011, CSB's ratios exceeded these requirements, at 17.43%, 16.17% and 13.61%, respectively. The Rating Outlook remains Stable in connection with Fitch's rating actions, reflecting improving credit trends, adequate bank capitalization, improved liquidity and progress liquidating the legacy loan portfolio. Fitch believes positive rating momentum with respect to CSE is limited over the near- to medium-term due to potential execution risks associated with the company's planned charter conversion and subsequent limited funding profile as an industrial bank. Although CSB benefits from its current asset-light strategy and 'sticky' deposit base, Fitch believes CSB will gain additional funding flexibility from longer-term deposits post-charter conversion. In addition, consistency in earnings at CSE on a consolidated basis and solid asset quality trends in the overall portfolio will also be viewed positively by Fitch. Conversely, negative rating actions could result from additional deterioration in asset quality beyond existing reserve and capitalization levels, particularly stemming from the remaining legacy loan portfolio. In addition, Fitch would view negatively continued operating losses, a reduction in liquidity relative to outstanding debt, or reduced capitalization levels. A decline in CSB's competitive position or an inability to grow origination volumes could also yield negative rating actions. CapitalSource Inc. (NYSE: CSE), through its subsidiary CapitalSource Bank (CSB), is a commercial lender providing financial products to small and middle market businesses nationwide and provides depository products and services through its 21-branch network in southern and central California. The company maintains its corporate headquarters in Los Angeles, California with key offices nationwide dedicated to its loan origination efforts. As of Dec. 31, 2011, CSE had total consolidated assets of $8.3 billion, including loans of $5.7 billion and deposits of $5.1 billion. Fitch has upgraded the following ratings with a Stable Outlook: CapitalSource Inc. -- Long-term IDR to 'BB' from 'BB-'; -- Senior subordinate to 'BB-' from 'B+'. Fitch has affirmed the following ratings with a Stable Outlook: CapitalSource Bank -- Long-term IDR at 'BB'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb'; -- Support at '5'; -- Support Floor at 'NF' -- Short-term deposits at 'B' -- Long-term deposits at 'BB+'. CAPITOL CITY BANCSHARES: Nichols Cauley Raises Going Concern Doubt ------------------------------------------------------------------ Capitol City Bancshares, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, expressed substantial doubt about Capital City Bancshares' ability to continue as a going concern. The independent auditors noted that the Company is operating under regulatory orders to, among other items, increase capital and maintain certain levels of minimum capital. "As of Dec. 31, 2011, the Company was not in compliance with these capital requirements. In addition to its deteriorating capital position, the Company has suffered significant losses related to nonperforming assets, has experienced declining levels of liquid assets, and has significant maturities of liabilities within the next twelve months." The Company reported a net loss of $1.59 million on $8.91 million of net interest income (before provision for loan losses) for 2011, compared with net income of $37,030 on $8.06 million of net interest income (before provision for loan losses) for 2010. The Company's balance sheet at Dec. 31, 2011, showed $295.88 million in total assets, $287.68 million in total liabilities, and stockholders' equity of $8.20 million. A copy of the Form 10-K is available for free at: http://is.gd/Nop02Y Atlanta, Georgia-based Capitol City Bancshares, Inc., was incorporated under the laws of the State of Georgia for the purposes of serving as a bank holding company for Capitol City Bank and Trust Company. The Bank operates a full-service banking business and engages in a broad range of commercial banking activities, including accepting customary types of demand and timed deposits, making individual, consumer, commercial, and installment loans, money transfers, safe deposit services, and making investments in U.S. government and municipal securities. CATASYS INC: Issues Add'l $200,000 Promissory Note to Socius ------------------------------------------------------------ Catasys, Inc., on April 11, 2012, entered into an amended and restated senior secured convertible promissory note with Socius Capital Group, LLC, an affiliate of Terren S. Peizer, Chairman and Chief Executive Officer of the Company, to increase the outstanding principal amount under the Socius Note by $200,000. Socius and the Company had entered into a Securities Purchase Agreement dated Feb. 22, 2012, pursuant to which the Company had issued to Socius a senior secured convertible promissory note in the principal amount of $775,000 dated Feb. 22, 2012, and a warrant to purchase an aggregate of 2,583,334 shares of the Company's common stock, par value $0.0001 per share. In connection with the Senior Convertible Promissory Note, the Original Warrant was amended and restated to allow for the purchase of an additional 666,666 shares of the Company's Common Stock, at an exercise price of $0.30 per share. The exercise price of the Warrant is subject to adjustment for certain share issuances below the initial exercise price, and the Warrant expires five years from the date of issuance of the Original Warrant. After giving effect to the latest investment, the Company's Chairman and CEO beneficially owns approximately 57.3% of the Company, including shares underlying warrants, convertible notes, and options. The Senior Convertible Promissory Note matures on April 15, 2012, and bears interest at an annual rate of 12% payable in cash at maturity, prepayment or conversion. The interest rate increases to 24% upon the occurrence of certain events of default. The Senior Convertible Promissory Note and any accrued interest are convertible at the holder's option into Common Stock equal to the amount converted divided by $0.30 per share of Common Stock. About Hythiam, Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 in 2010 and a net loss of $9.15 million in 2009. The Company also reported a net loss of $1.32 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5 million in total liabilities, and a $1.95 million total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. Bankruptcy Warning As of Nov. 9, the Company had a balance of approximately $243,000 cash on hand. The Company had working capital deficit of approximately $3.5 million at Sept. 30, 2011, and has continued to deplete its cash position subsequent to Sept. 30, 2011. The Company has incurred significant net losses and negative operating cash flows since its inception. The Company could continue to incur negative cash flows and net losses for the next twelve months. The Company's current cash burn rate is approximately $450,000 per month, excluding non-current accrued liability payments. The Company expects its current cash resources to cover expenses through November 2011, however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. The Company will need to immediately obtain additional capital and there is no assurance that additional capital can be raised in an amount which is sufficient for the Company or on terms favorable to its stockholders, if at all. If the Company does not immediately obtain additional capital, there is a significant doubt as to whether the Company can continue to operate as a going concern and the Company will need to curtail or cease operations or seek bankruptcy relief. If the Company discontinues operations, the Company may not have sufficient funds to pay any amounts to stockholders. CHINA GREEN: Madsen & Associates Raises Going Concern Doubt ----------------------------------------------------------- China Green Creative, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, expressed substantial doubt about China Green Creative's ability to continue as a going concern. The independent auditor noted that the Company does not have the necessary working capital to service its debt and for its planned activity. The Company reported a net loss of $344,901 on $1.93 million of revenues for 2011, compared with a net loss of $3.35 million on $2.78 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $5.59 million in total assets, $8.15 million in total liabilities, and a stockholders' deficit of $2.56 million. A copy of the Form 10-K is available for free at: http://is.gd/0UMhJc China Green Creative, Inc., located in Shenzhen, Guangdong Province, People's Republic of China, is principally engaged in the distribution of consumer goods and electronic products in the PRC. CHURCH STREET: Wants to Hire Ordinary Course Professionals ---------------------------------------------------------- Church Street Health Management, LLC, et al., ask the U.S. Bankruptcy Court for the Middle District of Tennessee for permission to employ and compensate professionals for specific services rendered in the ordinary course of business. The Debtors relate that they need to satisfy their obligations under that certain Corporate Integrity Agreement entered into as of Jan. 15, 2010 (as may have been amended, supplemented or otherwise modified, the CIA) between CSHM, as successor to FORBA Holdings LLC, and the Office of the Inspector General of the Department of Health and Human Services and defend ongoing and new litigation while pursuing the resolution of tort claims alleged against them. Certain of the professionals sought to be retained hereunder, specifically Bradley Arant Boult Cummings LLP, provide consulting services and compliance counsel to the Debtors critical to ensuring that the Debtors satisfy their compliance obligations under the CIA. Likewise, Walker, Tipps & Malone, PLC will be instrumental in assisting the Debtors with their anticipated mediation process with their insurance carriers and certain of the tort plaintiffs who have brought claims against the Debtors and must therefore be retained and employed prior to the commencement of that mediation process. The Debtors propose that they be permitted to pay, without formal application to the Court, 100% of the fees and expenses to each of the ordinary course professionals; provided, however, that the fees and expenses do not exceed a total of $25,000 per month per ordinary course professional, and no more than $125,000 per month, in the aggregate, for all ordinary course professionals. The Debtors request that the Court hear the application on May 1. About Church Street Church Street Health Management, LLC, a provider of management services for 67 dental practices in 22 states, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville, Tennessee on Feb. 20, 2012. The following day, four affiliates, Small Smiles Holding Company, LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577). As of the Petition Date, the Debtors' assets have book value of $895 million, with debt totaling $303 million. There is about $131.5 million owing on first-lien obligations, plus $25.6 million on a second-lien obligation. There is an additional $152 million on three subordinated debts. The company's finances are structured to comply with Islamic Shariah financing regulations. In the Chapter 11 cases, the Debtors have engaged Waller Lansden Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal Healthcare Industry Group, LLC, as financial and restructuring advisor. Martin McGahan, a managing director at A&M, will serve as chief restructuring officer of Church Street. Morgan Joseph TriArtisan, LLC, is the investment banker. Garden City Group is the claims and notice agent. Garrison Investment Group is providing funding for the Chapter 11 case. The credit agreement will provide the Debtor with up to an aggregate principal amount of $12 million in a revolving credit facility. CLAIRE'S STORES: Reports $1.6 Million Net Income in Fiscal 2012 --------------------------------------------------------------- Claire's Stores, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012, compared with net income of $4.32 million on $1.42 billion of net sales for the fiscal year ended Jan. 29, 2011. The Company's balance sheet at Jan. 28, 2012, showed $2.76 billion in total assets, $2.78 billion in total liabilities and $22.29 million stockholders' deficit. Bankruptcy Warning If the Company is unable to generate sufficient cash flow and is otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on its indebtedness, or if the Company otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing its indebtedness, the Company could be in default under the terms of the agreements governing those indebtedness. In the event of that default: * the holders of those indebtedness may be able to cause all of the Company's available cash flow to be used to pay those indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under the Company's Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against the Company's assets; and * the Company could be forced into bankruptcy or liquidation. A copy of the Form 10-K is available for free at: http://is.gd/50Yx9v About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. CLARE AT WATER TOWER: Chicago Senior Care Named Winning Bidder -------------------------------------------------------------- Chicago Senior Care, LLC, a partnership between Senior Care Development, LLC, Fundamental Advisors LP, and Life Care Companies LLC on April 12 disclosed that it was the successful bidder in a bankruptcy court auction for The Clare at Water Tower, the premier senior housing community in the Midwest. Under the direction of Senior Care Development and its manager, Life Care Services LLC, a provider of lifestyle services for seniors, The Clare at Water Tower will emerge from Chapter 11 with no debt on its balance sheet, ensuring a stable future for the community and its residents. In addition, the new owners have agreed to honor the full payment of all resident refund obligations. "Being part of this partnership is very exciting for LCS. Clearly this partnership fits well with our Capital Deployment strategy as well as the opportunity for our management company, Life Care Services, to serve the residents of The Clare," said Joel Nelson, Chief Development Officer of LCS. "We are in the business of enhancing the changing lives and lifestyles of America's senior population and we look forward to working with our partners in making this magnificent community successful." "We look forward to developing our relationship with The Clare," added David Reis, Chief Executive Officer of Senior Care Development, which has a 25-year history of developing senior living facilities, specializing in continuing care retirement communities (CCRCs). "These residents are an essential part of the Chicago community who deserve a stable place to call home." CSC was named the winning bidder for the Clare at Water Tower following an auction conducted in accordance with Section 363 of the U.S. Bankruptcy Code. CSC's all-cash offer allows the facility to emerge from bankruptcy with a strengthened financial structure, which will enable the Clare to focus on its core mission of providing top-tier retirement living for seniors in search of a world-class senior retirement community. * * * Yvette Shields, writing for The Bond Buyer, reports that Senior Care Development LLC, in partnership with Fundamental Advisors LLP and Life Care Companies LLC, offered to pay $53.5 million in cash. According to Bond Buyer, sources said the Senior Care deal provides holders of the facility's $229 million of debt with a recovery rate of at least 20 cents on the dollar. The report recounts Senior Care's initial offer would honor refunds of residents' expensive deposits and provide $29.5 million in cash. That figure included $2 million earmarked to cover deferred rental payments owed to the building?s owner, Loyola University of Chicago, and $12 million to repay debtor-in- possession financing. It left about $15 million for distribution to bondholders. The report notes the initial offer would have provided bondholders less than 10 cents on the dollar. According to Bond Buyer, sources said two other qualified bids were received by the April 10 deadline, leading to the auction Thursday: -- a $32 million cash offer came from Tulsa-based Senior Star Living, which operates nine senior living facilities, with funding coming from Health Care REIT; and -- a $31.05 million offer from Pearson Street Partners, sponsored by the Prime Group with funding from Canyon. "The bidding was vigorous and representatives of the variable-rate and fixed-rate bondholders were pleased with the results, which exceeded expectations," one attorney who attended the auction said, according ot the report. Bond Buyer relates Senior Star eventually dropped out of the bidding Thursday, with competing offers between the remaining two driving the bid up to a net of $53.5 million, which more than doubled the amount likely available for distribution to bondholders. The report notes Senior Care's winning bid also still honors all deposit obligations. Bond Buyer notes the ultimate recovery rate is still not clear, as a long list of debts must be settled. U.S. Bankruptcy Court Judge Susan Pierson Sonderby is slated to hold a hearing April 24 to approve the sale. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Houlihan Lokey Capital, Inc., as its investment banker and financial advisor. Deloitte Financial Advisory Services LLP serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. The Debtor, in its amended schedules, disclosed $56,778,671 in assets and $321,747,63 in liabilities. The petition was signed by Judy Amiano, president. The Official Committee of Unsecured Creditors proposed to retain SNR Denton US LLP as counsel. The Committee also tapped FTI Consulting, Inc., as its financial advisor. CLEAN BURN: Chapter 11 Trustee Incorporates Feb. 22 Report ---------------------------------------------------------- Sara A. Conti, Chapter 11 Trustee for Clean Burn Fuels, LLC, submitted to the U.S. Bankruptcy Court for the Middle District North Carolina an Amended Disclosure Statement regarding the Plan of Reorganization dated Dec. 28, 2011. The trustee related the Amended Disclosure Statement included her report which was filed on Feb. 22, 2012. The trustee noted that she has conducted extensive investigations, reviewed the Debtor's financial information, and conferred with the chief restructuring officer, former officers of the Debtor, and counsel for both the Debtor and the Official Committee on Unsecured Creditors. The trustee added that based upon her investigation she concluded that it was in the best interest of creditors that the Debtor remain in Chapter 11 for at least some further period of time. According to the Disclosure Statement filed March 21, the Plan contemplates that the best disposition of the Debtor's estate would involve (i) the appointment of a trustee pursuant to Section 1104 of the Bankruptcy Code; (ii) the sale or collection of any remaining property of the estate; and (ii) the pursuit of any causes of action or claims which the trustee could assert, followed by the distribution of the cash proceeds to creditors in accordance with the priorities established by the Bankruptcy Code. Date. A full-text copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/CLEAN_BURN_ds_firstamended.pdf About Clean Burn Founded in 2005, Clean Burn Fuels LLC is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents the Debtor. Anderson Bauman Tourtellot Vos & Co. serves as financial consultant and chief restructuring officer. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as special counsel to assist the Debtor in its state court litigation matters, including various lawsuits pending in Hoke County, North Carolina. The Debtor disclosed $79,516,062 in assets and $79,218,681 in liabilities as of the Chapter 11 filing. Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro, N.C., represents the Creditors' Committee as counsel. Since the petition date, the Debtor has not operated its ethanol plant. CLEAR CREEK: Has Court's Nod to Incur Administrative Priority Debt ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada authorized Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC to incur postpetition administrative priority debt. Since July 18, 2011, James S. Taylor, an insider of the Debtors has loaned the Debtors approximately $150,000, so that the Debtors could pay their ordinary course of business expenses. Mr. Taylor agreed to continue loaning the Debtors up to a total amount of $500,000. The funds loaned by Mr. Taylor will not bear any interest, will not require periodic payments, and will be due and payable on the effective date of any plan of reorganization confirmed in the cases or, if either (or both) of these cases are converted to cases under chapter 7, upon the conclusion of the cases. The Debtors are expected to jointly draw down between approximately $15,000 to $45,000 per month. The Court also ordered that James S. Taylor may not assert the right that he be paid in full on the effective date of any plan confirmed in the cases, in the event that the payment would for any reason prevent confirmation of the plan. About Clear Creek Ranch II Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre undeveloped residential subdivision located within the project known as Clear Creek. That project included a world-class golf course, the residential subdivision around the golf course, a lake house on Lake Tahoe and a fly fishing ranch along the West Walker River. The co-developers and joint venturers of the Project are CCR II's affiliate, Clear Creek at Tahoe LLC, and entities affiliated with Nevada businessman John Serpa, Sr., and his sons. On April 30, 2010, the Serpas purchased the $15 million First Horizon Loan secured by the residential subdivision, and then threatened foreclosure to coerce CCT to pay money on both the First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note. The Serpas then scheduled a foreclosure sale for the Residential Subdivision for July 18, 2011. On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302 and 11-52303). Judge Bruce T. Beesley presides over the cases. Clear Creek Ranch II disclosed $19,306,593 in assets and $57,163,193 in liabilities as of the Chapter 11 filing. The petitions were signed by James S. Taylor, the Trustee. Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine, Calif., represent the Debtors as general reorganization counsel. Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in Reno, Nev., represents the Debtors as local reorganization counsel. CLIFFS CLUB: Creditors Have Until May 31 to File Proofs of Claim ---------------------------------------------------------------- The U.S. Bankruptcy Code for the District of South Carolina has established May 31, 2012, as the deadline for any individual or entity to file proofs of claim against Cliffs Club & Hospitality Group, Inc. The Court also set Aug. 27, 2012, as the governmental claims bar date. Proofs of claim must be filed: by mail to: BMC Group, Inc. ATTN: Cliffs Claims Processing P.O. Box 3020 Chanhassen, MN 55317-3020 by hand or overnight delivery to: BMC Group, Inc. ATTN: Cliffs Claims Processing 18675 Lake Drive East Chanhassen, MN 55317 About Cliffs Club Units of The Cliffs Communities, led by The Cliffs Club & Hospitality Group, Inc., doing business as The Cliffs Golf & Country Club, along with 10 affiliates, sought Chapter 11 protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28, 2012. The Cliffs has eight premier, private master-planned residential communities, each to have its own world-class golf course. Approximately 3,734 lots have been sold. There are currently 1,385 finished homes, with 63 under construction. The properties for sale are owned by non-debtor DevCo entities. The Feb. 28 Debtors operate the exclusive membership clubs for golf, tennis, wellness and social activities at The Cliffs' communities in North and South Carolina. The clubs have 2,280 members, and there are 766 resigned members with refundable deposits totaling $37 million. The Debtors do not own the golf courses -- they only own or lease all the "core amenities" for the operation of the golf courses. Another affiliate, Keowee Falls Investment Group, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012. Travelers Rest- based Keowee Falls estimated at least $100 million in assets and liabilities of up to $50 million. Judge John E. Waites presides over the Debtors' cases. Lawyers at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel. Dana Elizabeth Wilkinson, Esq., serves as local counsel. Grisanti Galef & Goldress serves as restructuring advisors and Katie S. Goodman of GGG serves as CRO. BMC Group Inc. serves as the Debtors' claims and noticing agent. According to papers filed in Court, the Debtors' total assets had a $175 million book value at Dec. 31, 2011. The Debtors' total liabilities had a $333 million book value at Dec. 31, 2011. The petition was signed by Timothy P. Cherry, authorized officer. Wells Fargo, as Indenture Trustee, is represented in the case by Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq., at McNair Law Firm P.A. The Official Committee of Unsecured Creditors is represented in the case by John B. Butler, III, P.A., and Jonathan B. Alter, Esq., at Bingham McCutchen LLP. COMMUNITY SHORES: Steven Bolhuis Discloses 5.1% Equity Stake ------------------------------------------------------------ In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Steven R. Bolhuis, Sr., disclosed that, as of Dec. 30, 2011, he beneficially owns 75,000 shares of common stock of Community Shores Bank Corporation representing 5.1% of the shares outstanding. Mr. Bolhuis expended $3,750 to purchase the 75,000 shares of the Company. The funds used to purchase the Shares came from Mr. Bolhuis' personal funds. A copy of the filing is available for free at http://is.gd/8JvPpE About Community Shores Muskegon, Mich.-based Community Shores Bank Corporation, organized in 1998, is a Michigan corporation and a bank holding company. The Company owns all of the common stock of Community Shores Bank. The Bank was organized and commenced operations in January 1999 as a Michigan chartered bank with depository accounts insured by the FDIC to the extent permitted by law. The Bank provides a full range of commercial and consumer banking services primarily in the communities of Muskegon County and Northern Ottawa County. The Company reported a net loss of $2.46 million in 2011, compared with a net loss of $8.88 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $208.65 million in total assets, $210.07 million in total liabilities, and a $1.42 million total shareholders' deficit. For the Company's annual report on Form 10-K for the period ended Dec. 31, 2011, Crowe Horwath LLP, in Grand Rapids, Michigan, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring operating losses, is in default of its notes payable collateralized by the stock of its wholly-owned bank subsidiary, and the subsidiary bank is undercapitalized and is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement which has imposed limitations on certain operations. COMSTOCK MINING: Daniel Kappes Named to Board of Directors ---------------------------------------------------------- Comstock Mining Inc. has appointed Daniel W. Kappes to its Board of Directors, effective April 2, 2012. Chairman John V. Winfield commented, "Dan has been globally recognized in our industry, for decades, as a leading expert in gold and silver heap leaching. He is an innovative problem-solver who has engineered and implemented state-of-the-art heap leaching and metallurgical processes around the world. His substantial experience in strategic planning, project evaluation and project management are welcome skill sets for our Board." Mr. Kappes, age 67, is a founder and the President of Kappes, Cassiday & Associates (KCA). KCA has provided extractive metallurgical services to the international mining industry since 1972, specializing in all aspects of heap leach and cyanide processing, including laboratory testing, project feasibility studies, engineering design, construction, and operations management. KCA has pioneered many of the techniques now employed in heap leaching, and for the past several years has expanded into the design of agitated leach plants and other metallurgical processes. Mr. Kappes is a recognized authority on gold and silver metals heap leaching. In addition to providing engineering and design work on numerous projects, he has directed laboratory and field tests on several projects that have subsequently become major precious metal mines. Mr. Kappes graduated from the Colorado School of Mines with an Engineer of Mines Degree and the University of Nevada's Mackay School of Mines with a Masters Degree in Mining Engineering. Mr. Kappes is, and has served as, a "Qualified Person" under National Instrument 43-101 and has also presented several technical papers on precious metals heap leaching in his career. He is a registered Professional Mining and Metallurgical Engineer in Nevada, and was named Alumnus of the Year at Mackay in 1995. The Company is commencing production of its own gold and silver heap leaching this summer. Effective as of April 2, 2012, Scott H. Jolcover has resigned from the Company's board of directors. Mr. Jolcover has agreed to join the staff of the Company assuming the role of Director of Business Development. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company reported a net loss of $11.61 million in 2011, compared with a net loss of $60.32 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $26.97 million in total assets, $10.37 million in total liabilities and $16.59 million in total stockholders' equity. CONSTRUCTORA DE HATO: Files for Chapter 11 in Puerto Rico --------------------------------------------------------- Constructora De Hato Rey Incorporada filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02876-11) in Old San Juan, Puerto Rico, on April 13, 2012. The Debtor is represented by Charles Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law Office, in San Juan. The Debtor disclosed $10.8 million in assets and $6.86 million in liabilities in its schedules. The Debtor owns parcels of land in Puerto Rico with an aggregate value of $1.82 million. The Debtor has "uncollectible" receivables of $4.05 million owed by affiliates. It also has construction equipment worth $4.1 million. Secured debt only totals $2.13 million. A copy of the schedules filed with the petition is available for free at: http://bankrupt.com/misc/prb12-02876.pdf CONTRACT RESEARCH: Taps Alston & Bird to Give Commercial Advice --------------------------------------------------------------- Contract Research Solutions, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Alston & Bird LLP as special counsel to provide general commercial and regulatory advice that will be required during the Chapter 11 cases. Alston & Bird has been representing the Debtors and serving as outside general counsel since March 2010. Alston & Bird is not owed any fees or expenses with respect to prepetition services. Before the Petition Date, Alston & Bird received a replenishing retainer. As of the Petition Date, Alston & Bird has a remaining credit balance of $10,555 in favor of the Debtors for services and expenses to be incurred. To the best of the Debtors' knowledge, the firm does not represent or hold any interest adverse to the Debtors or its estates. About Cetero Contract Research Solutions Inc., doing business as Cetero, a provider of early-phase clinical research services for pharmaceutical and biotechnology firms, filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012. Cetero's 19 affiliates also sought bankruptcy protection (Bankr. D. Del. Case Nos. 12-11005 to 12-11023). Cetero plans to sell the business, including their rights to pursue avoidance actions, to first-lien secured lenders in exchange for $50 million in debt, absent higher and better offers. Cetero has filed a motion seeking approval of procedures that will govern the bidding and auction. The first-lien lenders have formed entities that will acquire the business -- CSRI Holdings LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd, as Canadian Purchasers. Together, they will serve as stalking horse bidders and have offered to exchange $50 million in secured debt and assume $30 million in liabilities to buy the assets. First lien lenders are also providing a $15 million loan to finance the Chapter 11 effort. The procedures require that the bidding protocol be approved by April 12 and an auction be held between April 30 and May 5. Competing bids are due three days prior to the auction date. The hearing for approval of the sale must take place prior to May 10. Assets are $205 million, with debt total $248 million. There is $185 million in debt for borrowed money, including $116 million on a first-lien term loan and revolving credit. The second-lien loan is $25 million. Second-lien lenders have agreed to the sale. Freeport Financial LLC serves as the sole lead arranger and bookrunner, and as U.S. administrative agent and collateral agent under the first lien facility. Bank of Montreal serves as the Canadian agent. Freeport is also the agent under the second lien facility. Judge Kevin Gross oversees the case. Lawyers at Young Conaway Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the Debtors' counsel. Stikeman Elliott LLP serves as Canadian counsel. Carl Marks Advisory Group LLC serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. The petitions were signed by Michael T. Murren, CFO. The first lien lenders and the stalking horse buyers are represented by Peter Knight, Esq., at Latham & Watkings, LLP; and Wael Rostom, Esq., at McMillan LLP. CONTRACT RESEARCH: Taps Young Conaway as Bankruptcy Counsel ----------------------------------------------------------- Contract Research Solutions, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Young Conaway Stargatt & Taylor, LLP as counsel. By separate application, the Debtors are seeking to employ Paul Hastings LLP to serve as their led counsel in connection with the Chapter 11 cases. To avoid duplication of efforts, Paul Hastings and Young Conaway have discussed their respective responsibilities in connection with representation of the Debtor. The hourly rates of Young Conaway personnel are: M. Blake Cleary $635 Jaime Luton Chapman $355 Andrew L. Magaziner $305 Ian Bambrick $285 Beth A. Gaffney, paralegal $140 The hourly rates of other attorneys and paralegals to serve the Debtor in connection with these matters range at: Attorneys $270 - $950 Paralegals/Paraprofessionals $55 - $245 Young Conaway received an initial retainer of $25,000 and other amounts thereafter. A portion of the retainer has been applied to outstanding balances existing as of the Petition Date. The remainder will constitute a general retainer as security for postpetition services and expenses. To the best of the Debtors' knowledge, Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors set a hearing on April 24, 2012, at 2:30 p.m. (ET) on the employment of Young Conaway. Objections, if any, are due April 17, at 4:00 p.m. About Cetero Contract Research Solutions Inc., doing business as Cetero, a provider of early-phase clinical research services for pharmaceutical and biotechnology firms, filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012. Cetero's 19 affiliates also sought bankruptcy protection (Bankr. D. Del. Case Nos. 12-11005 to 12-11023). Cetero plans to sell the business, including their rights to pursue avoidance actions, to first-lien secured lenders in exchange for $50 million in debt, absent higher and better offers. Cetero has filed a motion seeking approval of procedures that will govern the bidding and auction. The first-lien lenders have formed entities that will acquire the business -- CSRI Holdings LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd, as Canadian Purchasers. Together, they will serve as stalking horse bidders and have offered to exchange $50 million in secured debt and assume $30 million in liabilities to buy the assets. First lien lenders are also providing a $15 million loan to finance the Chapter 11 effort. The procedures require that the bidding protocol be approved by April 12 and an auction be held between April 30 and May 5. Competing bids are due three days prior to the auction date. The hearing for approval of the sale must take place prior to May 10. Assets are $205 million, with debt total $248 million. There is $185 million in debt for borrowed money, including $116 million on a first-lien term loan and revolving credit. The second-lien loan is $25 million. Second-lien lenders have agreed to the sale. Freeport Financial LLC serves as the sole lead arranger and bookrunner, and as U.S. administrative agent and collateral agent under the first lien facility. Bank of Montreal serves as the Canadian agent. Freeport is also the agent under the second lien facility. Judge Kevin Gross oversees the case. Lawyers at Young Conaway Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the Debtors' counsel. Stikeman Elliott LLP serves as Canadian counsel. Carl Marks Advisory Group LLC serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. The petitions were signed by Michael T. Murren, CFO. The first lien lenders and the stalking horse buyers are represented by Peter Knight, Esq., at Latham & Watkings, LLP; and Wael Rostom, Esq., at McMillan LLP. CONTRACT RESEARCH: U.S. Trustee Forms 3-Member Creditors Panel -------------------------------------------------------------- Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three persons to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Contract Research Solutions, Inc., et al. The Committee consists of: 1. MacKinnon Calderwood Advertising Attn: Steven McKinnon 1555 Dundas Street West Mississauga, ON L5C 1E3 Tel: (905) 281-6140 Fax: (905) 804-1623 2. Cytoquest Corp. c/o Rakesh Nayyar 134 Ner Israel Drive Thornhill, ON, L4J 9L1 Tel: (416) 994-8164 3. Gate (MO) QRS 16-95, Inc. c/o W.P. Carey & Co., LLC Attn: Brooks Gordon 50 Rockefellar Plaza New York, NY 10020 Tel: (212) 492-8993 Fax: (212) 492-8922 About Cetero Contract Research Solutions Inc., doing business as Cetero, a provider of early-phase clinical research services for pharmaceutical and biotechnology firms, filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012. Cetero's 19 affiliates also sought bankruptcy protection (Bankr. D. Del. Case Nos. 12-11005 to 12-11023). Cetero plans to sell the business, including their rights to pursue avoidance actions, to first-lien secured lenders in exchange for $50 million in debt, absent higher and better offers. Cetero has filed a motion seeking approval of procedures that will govern the bidding and auction. The first-lien lenders have formed entities that will acquire the business -- CSRI Holdings LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd, as Canadian Purchasers. Together, they will serve as stalking horse bidders and have offered to exchange $50 million in secured debt and assume $30 million in liabilities to buy the assets. First lien lenders are also providing a $15 million loan to finance the Chapter 11 effort. The procedures require that the bidding protocol be approved by April 12 and an auction be held between April 30 and May 5. Competing bids are due three days prior to the auction date. The hearing for approval of the sale must take place prior to May 10. Assets are $205 million, with debt total $248 million. There is $185 million in debt for borrowed money, including $116 million on a first-lien term loan and revolving credit. The second-lien loan is $25 million. Second-lien lenders have agreed to the sale. Freeport Financial LLC serves as the sole lead arranger and bookrunner, and as U.S. administrative agent and collateral agent under the first lien facility. Bank of Montreal serves as the Canadian agent. Freeport is also the agent under the second lien facility. Judge Kevin Gross oversees the case. Lawyers at Young Conaway Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the Debtors' counsel. Stikeman Elliott LLP serves as Canadian counsel. Carl Marks Advisory Group LLC serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. The petitions were signed by Michael T. Murren, CFO. The first lien lenders and the stalking horse buyers are represented by Peter Knight, Esq., at Latham & Watkings, LLP; and Wael Rostom, Esq., at McMillan LLP. CROSS BORDER: CAO's Salary Increased to $12,500 ----------------------------------------------- The Board approved an increase in the salary payable to Nancy S. Stephenson, Cross Border Resources, Inc.'s Chief Accounting Officer, Treasurer and Secretary. Beginning April 2012, the Company will pay to Ms. Stephenson a monthly salary of $12,500 per month, an increase from $10,000 per month. Ms. Stephenson will receive no other cash or non-cash compensation and no employee benefits other than four weeks of paid vacation annually. Ms. Stephenson's employment is at-will and not for any specified term. However, the Company has agreed that if Ms. Stephenson remains employed with the Company, her salary will be increased to $15,000 per month effective Jan. 1, 2013. About Cross Border Resources Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. Cross Border was formed effective Jan. 4, 2011, following a merger between Doral Energy Corp. and the Pure Energy Group. The Company reported a net loss of $1.19 million in 2011, compared with net income of $282,989 in 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.76 million in total assets, $10.18 million in total liabilities, and $17.58 million in total stockholders' equity. CROSS BORDER: RMR Receives Approval to Add Six Members to Board --------------------------------------------------------------- Red Mountain Resources, Inc., a growth-oriented energy company engaged in the acquisition, development and exploration of oil and natural gas properties, has received the requisite number of written consents from the shareholders of Cross Border Resources, Inc., to add RMR's six nominees to the Cross Border Board of Directors. RMR delivered consents by shareholders owning more than 50% of the Company's outstanding shares for all of RMR's proposed actions, including the addition of Alan W. Barksdale, Paul N. Vassilakos, Richard Y. Roberts, Lynden B. Rose, Randell K. Ford and William F. Miller, III, to the Cross Border Board of Directors. Shareholders also approved RMR's proposals to repeal certain recent Bylaw amendments adopted by the Board, including the "poison pill" Bylaw amendment. RMR believes that all proposals approved by the shareholders took effect upon RMR's delivery of the consents to the Company on April 5, 2012. "We believe this strong display of shareholder support validates our belief that it is time for accountability and change at Cross Border," commented Alan Barksdale, CEO of RMR. "The new Board members are committed to holding management to its stated business objectives and will uphold good corporate governance, both of which we believe the legacy Board has failed to do. We believe the election of the six new members is an important step toward restoring and maximizing shareholder value and to properly address the significant issues facing Cross Border." Mr. Barksdale continued: "Despite Cross Border's attempts to scare shareholders about our intentions with regard to the Company, shareholders can be assured that the new Board members are fully committed to acting in the best interests of shareholders in accordance with their fiduciary duties and are squarely focused on maximizing value for all shareholders. Our primary goal was and is to protect the interests of all shareholders from a legacy Board that appeared more concerned with entrenching themselves and protecting their own positions and compensation than maximizing shareholder value." RMR, directly and through Black Rock Capital, Inc., its wholly owned subsidiary, is collectively the largest stockholder of Cross Border, owning approximately 29.95% of the outstanding shares of Cross Border. About Cross Border Resources Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. Cross Border was formed effective Jan. 4, 2011, following a merger between Doral Energy Corp. and the Pure Energy Group. The Company reported a net loss of $1.19 million in 2011, compared with net income of $282,989 in 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.76 million in total assets, $10.18 million in total liabilities, and $17.58 million in total stockholders' equity. CROSS ISLAND PLAZA: Sec. 341 Creditors' Meeting Set for May 14 -------------------------------------------------------------- The U.S. Trustee for Region 2 in Brooklyn, New York, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Cross Island Plaza, Inc. and Block 12892 Realty Corp. on May 14, 2012, at 12:00 p.m. at 271 Cadman Plaza East, Room 4529, in Brooklyn. According to the case docket, the Debtors are required to file their schedules of assets and liabilities and statements of financial affairs by April 18. The Chapter 11 plan and accompanying disclosure statement are due Aug. 2, 2012. Rosedale, New York-based Cross Island Plaza, Inc., and affiliate Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012. Cross Island claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), estimating assets and debts of $10 million to $50 million. CIP owns and operates an office building and parking lot known as "One Cross Island Plaza" in Rosedale. The property consists of three floors and a lower level which is occupied by roughly 100 tenants. Block owns an additional parking lot in close proximity to the One Cross Island Plaza, and has entered into a ground lease with CIP to provide additional parking space for two tenants of Cross Island. Judge Nancy Hershey Lord presides over the cases. Adam L. Rosen, Esq., at Silverman Acampora LLP, serves as the Debtors' counsel. The petition was signed by Chloe Henning, authorized representative. CROSS ISLAND PLAZA: Files Amended List of Unsecured Creditors ------------------------------------------------------------- Cross Island Plaza, Inc. and Block 12892 Realty Corp. filed an amended list of their 19 largest unsecured creditors. DLJ Mortgage Capital Inc. is at the front of the creditor list, owed $48,267,204 pursuant to a pre-bankruptcy judgment order. John P. Amato, Esq. -- jamato@hahnhessen.com -- at Hahn & Hessen LLP, represents DLJ Mortgage. Imperial Fire Protection, in Long Island City, New York, is second on the list, owed $108,906 on account of a trade claim. The New York City Department of Finance is owed $39,017 on account of fines and penalties for violations. The Debtors are disputing the claim. Access Northern Security Inc. is owed $29,963 on account of a trade claim. The other claims are below $20,000. About Cross Island Plaza Rosedale, New York-based Cross Island Plaza, Inc., and affiliate Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012. Cross Island claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), estimating assets and debts of $10 million to $50 million. CIP owns and operates an office building and parking lot known as "One Cross Island Plaza" in Rosedale. The property consists of three floors and a lower level which is occupied by roughly 100 tenants. Block owns an additional parking lot in close proximity to the One Cross Island Plaza, and has entered into a ground lease with CIP to provide additional parking space for two tenants of Cross Island. Judge Nancy Hershey Lord presides over the cases. Adam L. Rosen, Esq., at Silverman Acampora LLP, serves as the Debtors' counsel. The petition was signed by Chloe Henning, authorized representative. CRYSTALLEX INT'L: Gets Temporary General Cease Trade Order ---------------------------------------------------------- Crystallex International Corporation said 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 Dec. 31, 2011, related management's discussion and analysis, 2011 annual information form and CEO and CFO certificates. As a result of that 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, a copy of the cease trade order can be found at: http://is.gd/FULXHE 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. CYCLONE POWER: Mallah Furman Raises Going Concern Doubt ------------------------------------------------------- Cyclone Power Technologies, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Mallah Furman, in Fort Lauderdale, Fla., expressed substantial doubt about Cyclone Power Technologies' ability to continue as a going concern. The independent auditors said that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $23.70 million on $250,000 of revenues for 2011, compared with a net loss of $2.02 million on $261,525 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.10 million in total assets, $3.68 million in total liabilities, and a stockholders' deficit of $2.58 million. A copy of the Form 10-K is available for free at: http://is.gd/ApMOFI Pompano Beach, Florida-based Cyclone Power Technologies, Inc., has developed and patented the Cyclone Engine, a thermal engine that the Company believes is powerful and versatile enough for applications ranging from electric power generation from solar collectors, industrial waste heat and biomass, to all forms of land and sea transportation. CYCLONE POWER: Widens Net Loss to $23.7 Million in 2011 ------------------------------------------------------- Cyclone Power Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $23.70 million on $250,000 of revenue in 2011, compared with a net loss of $2.02 million on $261,525 of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.09 million in total assets, $3.67 million in total liabilities, and a $2.58 million total stockholders' deficit. For 2011, Mallah Furman, in Fort Lauderdale, FL, noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/ApMOFI About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. DAYTOP VILLAGE: Schedules Filing Deadline Extended to May 21 ------------------------------------------------------------ Daytop Village Foundation Incorporated and Daytop Village Inc. won an extension, through May 21, 2012, of the time to file schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs. Section 521 of the Bankruptcy Code and Fed. R. Bank. P. 1007 require the Debtors to file their Schedules and Statements within 14 days after the Petition Date. Bankruptcy Rules 1007(c) and 9006(b) permit the extension, for cause, of the time for the filing of the Schedules and Statements. According to the Debtors, because of the size, scope and complexity of their cases, there is adequate cause for the short extension requested. The Debtors explained that, to prepare the Schedules and Statements, they must gather, review and analyze substantial information from their books and records. Consequently, collection of the necessary information requires the expenditure of substantial time and effort on the part of the Debtors. Also, the time of the Debtors' financial personnel during the early stages of their cases has been and will be consumed with many new tasks as they transition into Chapter 11. About Daytop Village Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. Judge Shelley C. Chapman presides over the Chapter 11 cases. Lowenstein Sandler PC is the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtors' Restructuring and Management Officer is Marotta Gund Budd Dezera LLC. The petition was signed by Michael Dailey, chief executive officer. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. Island Funding II, the DIP lender, is represented by Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP. Counsel to the prepetition lender Signature Bank is Stephen D. Brodie, Esq., at Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn & Hessen LLP. Counsel to the prepetition lender Hudson Valley Bank is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C. DAYTOP VILLAGE: Wins Authority to Hire Epiq as Claims Agent ----------------------------------------------------------- Although Daytop Village Foundation Incorporated and Daytop Village, Inc., have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 400 entities to be noticed. In view of the number of anticipated claimants and the complexity of their businesses, the Debtors believe the appointment of a claims and noticing agent is both necessary and in the best interests of both the Debtors' estates and their creditors. Accordingly, the Debtors sought and obtained permission from the Bankruptcy Court to engage Epiq Bankruptcy Solutions, LLC, as their notice and claims agent. The Debtors signed a Standard Services Agreement with Epiq on April 5, 2012. Epiq normally requires its clients to pay a retainer. However, pursuant to the Standard Services Agreement with Daytop Village, the provision that requires the Debtors to pay a $25,000 retainer was struck out. Epiq also agreed to provide 20% discounted rates and waived database maintenance charges for the first three months of the case. The firm also agreed to waive a $2,500 fee for solicitation, balloting and tabulation services. Joseph N. Wharton, Vice President and Senior Consultant of Epiq Bankruptcy Solutions, LLC, attests that Epiq does not (a) hold or represent an interest materially adverse to the Debtors' estates with respect to any matter for which it will be employed or (b) have any materially adverse connection to the Debtors, their creditors or other relevant parties. About Daytop Village Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. Judge Shelley C. Chapman presides over the Chapter 11 cases. Lowenstein Sandler PC is the Debtors' counsel. The Debtors' Restructuring and Management Officer is Marotta Gund Budd Dezera LLC. The petition was signed by Michael Dailey, chief executive officer. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. Island Funding II, the DIP lender, is represented by Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP. Counsel to the prepetition lender Signature Bank is Stephen D. Brodie, Esq., at Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn & Hessen LLP. Counsel to the prepetition lender Hudson Valley Bank is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C. DAYTOP VILLAGE: Seeks Approval of Lowenstein as Bankr. Counsel -------------------------------------------------------------- Daytop Village Foundation Incorporated and Daytop Village Inc. have filed an application to employ Lowenstein Sandler PC as counsel. Lowenstein was first retained to represent the Debtors in early March 2012. On March 13, 2012, the Debtors paid Lowenstein $25,000 for services rendered and to be rendered in the future. On March 16, 2012, the Debtors paid Lowenstein $125,000 as an additional retainer for future services. Further, on March 21, 2012, the Debtors paid Lowenstein $125,000 as an additional retainer for future services, and on April 5, 2012, the Debtors paid an additional $32,000 retainer to Lowenstein, for a total of $307,000. As of the Petition Date, the Retainer Amount has been fully drawn (and is at a balance of $0), and Lowenstein is owed an additional $88,460 on account of services and expenses rendered prior to the Petition Date. Norman N. Kinel, Esq., a member at the firm, said Lowenstein agrees to waive any and all pre-petition claims with respect to the Prepetition Amount to satisfy the "disinterested person" standard. Mr. Kinel also added that Lowenstein does not hold or represent an interest adverse to the estate, and is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. Lowenstein's current hourly rates are: Members of the Firm $435 - $895 Senior Counsel (generally 10 or more years experience) $390 - $660 Counsel $350 - $630 Associates (generally less than 6 years experience) $250 - $470 Paralegals and Legal Assistants $145 - $245 About Daytop Village Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. Judge Shelley C. Chapman presides over the Chapter 11 cases. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtors' Restructuring and Management Officer is Marotta Gund Budd Dezera LLC. The petition was signed by Michael Dailey, chief executive officer. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. Island Funding II, the DIP lender, is represented by Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP. Counsel to the prepetition lender Signature Bank is Stephen D. Brodie, Esq., at Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn & Hessen LLP. Counsel to the prepetition lender Hudson Valley Bank is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C. DAYTOP VILLAGE: Rejects Lease for Manhattan Office Space -------------------------------------------------------- Daytop Village Foundation Incorporated and Daytop Village, Inc., seek Bankruptcy Court permission to walk away from an unexpired non-residential real property lease with Bonafide Estates, Inc. Pursuant to a written lease agreement dated as of Jan. 4, 1993 and extension agreement dated as of July 27, 2002, the Debtors leased an office space at 48 West 38th Street, New York, from Bonafide. The lease term is 10 years and expires Dec. 31, 2012. The annual rent for the 38th Street Property is $230,000. Upon filing for bankruptcy, the Debtors advised Bonafide in writing of their intent to reject the lease. In January 2012, the Debtors determined to consolidate their Manhattan-based office staff and vacated the leased space. All the operations formerly in the leased space were relocated to the office space located at 104 West 40th Street, 4th Floor, in New York. The Debtors have determined that the Bonafide Lease is unprofitable and not necessary to their reorganization, and maintaining the Bonafide Lease is not in the best interests of their Estates, their creditors or their reorganization efforts as a whole. Bonafide Estates has hired a law firm to represent its interest: PRYOR CASHMAN LLP Richard Levy, Jr., Esq. Seth H. Lieberman, Esq. 7 Times Square New York, NY 10036-6569 Telephone: (212) 326-0819 Facsimile: (212) 798-6917 E-mail: rlevy@pryorcashman.com slieberman@pryorcashman.com About Daytop Village Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. Judge Shelley C. Chapman presides over the Chapter 11 cases. Lowenstein Sandler PC is the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtors' Restructuring and Management Officer is Marotta Gund Budd Dezera LLC. The petition was signed by Michael Dailey, chief executive officer. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. Island Funding II, the DIP lender, is represented by Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP. Counsel to the prepetition lender Signature Bank is Stephen D. Brodie, Esq., at Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn & Hessen LLP. Counsel to the prepetition lender Hudson Valley Bank is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C. DC DEVELOPMENT: Deere Credit Wants Automatic Stay Terminated ------------------------------------------------------------ Deere Credit, Inc., by and through its attorneys, William P. Baker and Baker & Baker, P.A., ask the U.S. Bankruptcy Court for the District of Maryland for relief from the automatic stay against D.C. Development, LLC, et al. Deere is the holder of a secured claim against Wisp Resort Development Inc. in the principal amount of $360,944, plus interest and attorney's fees. According to Deere, it has not been offered adequate protection for its interests in the equipment. Due to the Debtors' default under the John Deere Master Lease Agreement and the lease schedules, Deere is entitled to repossess and sell the equipment and apply the proceeds to the debt owed it under the MLA and lease schedules. The Official Committee of Unsecured Creditors joined in the Debtors' opposition to Deere Credit's motion for relief of stay. About Wisp Resort Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort Development, Inc., and The Clubs at Wisp, LLC, operate a ski resort and real estate development companies located in Garrett County, Maryland generally known as Wisp Resort. The Wisp Resort comprises approximately 2,200 acres of master planned and fully entitled land, 32 ski trails covering 132 acres of skiable terrain with 12 lifts and two highly-rated golf courses. Financial problems were caused by a guarantee given to Branch Banking & Trust Co. to secure a $29.6 million judgment the bank obtained on a real estate development within the property. Recreational Industries, D.C. Development, Wisp Resort Development and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15, 2011. D.C. Development disclosed $91,155,814 in assets and $46,141,245 in liabilities as of the Chapter 111 filing. The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel and tapped Invotex Group as financial restructuring consultant. SSG Capital Advisors, LLC, serves as exclusive investment banker to the Debtors. The Official Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel. DC DEVELOPMENT: SSG Capital Approved as Investment Banker --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland authorized D.C. Development, LLC, et al., to employ SSG Capital Advisors, LLC as investment banker to the Debtors. As reported in the Troubled Company Reporter on Feb. 15, 2012, pursuant to the agreement, SSG will provide investment banking services for (i) the sale of all or substantially all of the assets of the Debtors; (ii) the review of private placement financing alternatives available to the Debtors, if any, involving raising debt and/or equity capital; and (iii) the restructuring the Company's existing credit facilities with their secured lenders in which current equity holders maintain a controlling equity interest in the Company. The terms of SSG's engagement is six months and is terminable on thirty days' written notice thereafter. SSG will be compensated and reimbursed as: a. Initial Fee. Upon Court approval of the Application, the Debtors will pay SSG an initial fee of $25,000. b. Monthly Fees. Monthly fees of $20,000 per month beginning on Feb. 10, 2012, and payable on the tenth of each month thereafter during the Engagement Term. The first four Monthly Fees, to the extent paid, will be credited to the Transaction Fees at closing of any Transaction. c. Sale Fee. Upon the consummation of a Sale Transaction, the Debtors will pay SSG fee, payable in cash, in federal funds via wire transfer or certified check, at, and as a condition of, closing of such transaction, equal to the greater of (a) $400,000 or (b) 2.0% of Total Consideration. d. Financing Fee. Upon the first closing of a Financing, with any financing source, the Debtors will pay SSG a fee, payable in cash, in federal funds via wire transfer or certified check at and as a condition of closing of such Financing, regardless of whether the Debtors choose to draw down the full amount of the committed Financing at that time, equal to the greater of (a) $400,000 or (b) 2.0% of any Senior Debt raised from any financing source, plus 4.0% of any Tranche B/Secured Subordinated Debt or any Traditional Subordinated Debt raised, plus 4% of any Traditional Equity raised. If a financing source obtained during the Engagement Term increases the total amount made available to the Debtors within 12 months of the first closing of the Financing, SSG will be entitled to receive an additional Financing Fee based upon the above formulas as applied to such increased amount. e. Restructuring Fee. Upon the closing of a Restructuring, through a confirmed plan of reorganization in a Chapter 11 bankruptcy proceeding or, any other form of Restructuring, the Debtors will pay SSG a fee payable in cash, in federal funds via wire transfer or certified check, at, and as a condition of closing of such transaction, equal to $750,000. The Debtors will agree to indemnify SSG. The Debtors, however, will not be responsible to indemnify SSG to the extent liability is found in a final judgment by a court of competent jurisdiction, not subject to further appeal, to have resulted primarily from SSG's gross negligence or willful misconduct in the performance of its duties under the Agreement. The Debtors believe that SSG is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code. About Wisp Resort Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort Development, Inc., and The Clubs at Wisp, LLC, operate a ski resort and real estate development companies located in Garrett County, Maryland generally known as Wisp Resort. The Wisp Resort comprises approximately 2,200 acres of master planned and fully entitled land, 32 ski trails covering 132 acres of skiable terrain with 12 lifts and two highly-rated golf courses. Financial problems were caused by a guarantee given to Branch Banking & Trust Co. to secure a $29.6 million judgment the bank obtained on a real estate development within the property. Recreational Industries, D.C. Development, Wisp Resort Development and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15, 2011. D.C. Development disclosed $91,155,814 in assets and $46,141,245 in liabilities as of the Chapter 111 filing. The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel and tapped Invotex Group as financial restructuring consultant. SSG Capital Advisors, LLC, serves as exclusive investment banker to the Debtors. The Official Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel. DC DEVELOPMENT: Wants Cash Collateral Access Until July 15 ---------------------------------------------------------- Recreational Industries, Inc., a debtor-affiliate of D.C. Development, LLC, et al., asks the U.S. Bankruptcy Court for the District of Maryland for authorization to continue using the cash collateral until July 15, 2012. The Debtor's principal secured creditor First United Bank and Trust asserts a first priority security interest and lien on the Debtor's cash collateral -- cash and accounts receivable from the operation of the resort and resort amenities. Branch Banking and Trust Company also asserts a security interest and lien in some portion of the Debtor's cash collateral. The Debtor and First United reserve all rights to oppose and contest the assertion by BB&T, except that the Debtor acknowledges that BB&T has a lien on the North Camp property. The Debtor will use the cash collateral to fund the its necessary and essential day-to-day costs of operating the resort. As reported in the Troubled Company Reporter on Jan. 23, 2012, the Debtor owes First United roughly $12.7 million under several loan agreements. BB&T is owed roughly $30.2 million. About Wisp Resort Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort Development, Inc., and The Clubs at Wisp, LLC, operate a ski resort and real estate development companies located in Garrett County, Maryland generally known as Wisp Resort. The Wisp Resort comprises approximately 2,200 acres of master planned and fully entitled land, 32 ski trails covering 132 acres of skiable terrain with 12 lifts and two highly-rated golf courses. Financial problems were caused by a guarantee given to Branch Banking & Trust Co. to secure a $29.6 million judgment the bank obtained on a real estate development within the property. Recreational Industries, D.C. Development, Wisp Resort Development and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15, 2011. D.C. Development disclosed $91,155,814 in assets and $46,141,245 in liabilities as of the Chapter 111 filing. The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel and tapped Invotex Group as financial restructuring consultant. SSG Capital Advisors, LLC, serves as exclusive investment banker to the Debtors. The Official Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel. DELTATHREE INC: Amends Sales Agency Agreement with ACN ------------------------------------------------------ Each of deltathree, Inc., Delta Three Israel, Ltd., and DME Solutions, Inc., and LKN Communications, Inc., doing business as ACN, Inc., entered into a letter amendment to each of the Sales Agency Agreement, dated as of Sept. 27, 2010, and amended as of Jan. 26, 2011, between the deltathree Entities and ACN, Inc., and the Introducer Agreement, dated as of April 13, 2011, between the deltathree Entities and ACN Europe B.V., a wholly-owned subsidiary of ACN, Inc., in regards to outstanding commissions due to be paid by the Company to ACN, Inc., and ACN Europe under the respective Agreements. The terms of the Amendment provide: (1) Beginning April 1, 2012, and for each month thereafter the deltathree Entities will be required to pay all then- current commissions on a timely basis as required under the Agreements, and any cure periods provided for under the Agreements for non-payment shall no longer apply; (2) Commencing with the Effective Date the deltathree Entities will pay to ACN a late-payment fee in the amount of 1% per month of any past-due, unpaid commissions; (3) Beginning July 15, 2012, the deltathree Entities will be required to pay down any unpaid past due amounts in an amount equal to at least $15,000 per month through June 15, 2013, and at least $25,000 per month thereafter until such time as the unpaid balance is paid in full. Notwithstanding the foregoing, the deltathree Entities will pay in full to ACN upon 30 days' notice any unpaid, past due amounts; and (4) If the deltathree Entities fail to pay the full amounts due within the time frames set forth in the Amendment or otherwise materially breach the Agreements, ACN may in its sole discretion terminate the Amendment and exercise its rights and pursue all remedies available to it at law or in equity. In addition, in the event of any Insolvency Event as defined in the Agreements of the deltathree Entities or any of their subsidiaries, all unpaid amounts due to ACN from the deltathree Entities will become immediately due and payable effective immediately prior to such Insolvency Event. Each of Robert Stevanovski, Anthony Cassara and David Stevanovski, members of the Company's Board of Directors, has an ownership interest in, and a director, officer or advisory position with, ACN. As a result of their relationship with ACN, each of these individuals may be deemed to have a direct or indirect interest in the transactions contemplated by the Amendment. In accordance with the Company's Audit Committee Charter, the Amendment and the transactions contemplated thereby were approved by the Audit Committee, which includes those directors who are not affiliated with ACN. About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. The Company reported a net loss of $2.5 million on $14.2 million of revenue for 2010, compared with a net loss of $3.2 million on $19.0 million of revenue for 2009. The Company also reported a net loss of $2.46 million on $8.20 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.01 million on $9.98 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.63 million in total assets, $5.47 million in total liabilities and a $3.84 million total stockholders' deficiency. As reported in the TCR on March 23, 2011, Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed substantial doubt about deltathree, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses from operations and deficiency in stockholders' equity. Bankruptcy Warning In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation or ceasing operations. In the event that it is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code. Seeking relief under the U.S. Bankruptcy Code, even if the Company is able to emerge quickly from Chapter 11 protection, could have a material adverse effect on the relationships between the Company and its existing and potential customers, employees, and others. Further, if the Company was unable to implement a successful plan of reorganization, the Company might be forced to liquidate under Chapter 7 of the U.S. Bankruptcy Code. DIALOGIC INC: Amends 2011 Financial Reports ------------------------------------------- Dialogic Inc. filed an amendment to its current report on Form 8-K, originally filed with the Securities and Exchange Commission on March 23, 2012, for the purpose of correcting its balance sheet as of Dec. 31, 2011, and the statements of operations for the three and twelve months ended Dec. 31, 2011, contained in its press release to correct: (i) the reclassification of $89.9 million of related party short-term debt to related party long-term debt, as a result of the previously announced debt restructuring; and (ii) the reclassification of a $1.5 million legal settlement expense from other income/expense to cost of product revenue, based on an evaluation of appropriate accounting guidance. These changes did not affect total liabilities as of Dec. 31, 2011, or net loss for the periods ended Dec. 31, 2011. A copy of the Form 8-K is available for free at: http://is.gd/hX0tG6 About Dialogic Milpitas, Calif.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. The Company reported a net loss of $54.81 million on $198.08 million of total revenues in 2011, compared with a net loss of $46.71 million on $178.77 million of total revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $163.34 million in total assets, $178.77 million in total liabilities and a $15.43 million total stockholders' deficit. DIALOGIC INC: Sells $39.5 Million Convertible Promissory Notes -------------------------------------------------------------- Dialogic Inc., on April 11, 2012, entered into a securities purchase agreement with accredited investors, including certain related parties, pursuant to which the Company issued and sold $39,529,714 aggregate principal amount of convertible promissory notes and one share of the Company's Series D-1 Preferred Stock, par value $0.001 per share to the Investors in a private placement. The Investors in the Private Placement include entities affiliated with Tennenbaum Capital Partners, LLC, which is one of the Company's principal stockholders and is affiliated with Rajneesh Vig, a member of the Company's Board of Directors. Tennenbaum purchased $34,458,273 aggregate principal amount of Notes in exchange for the cancellation of: (i) $32,958,273 in outstanding principal under the Third Amended and Restated Credit Agreement, dated March 22, 2012, by and among Dialogic Corporation, a wholly owned subsidiary of the Company, and Obsidian, LLC, Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC and Tennenbaum Opportunities Partners V, LP, $2,958,373 of which represents accrued but unpaid interest that was capitalized under the Term Loan Agreement on March 22, 2012; and (ii) a prepayment premium of $1.5 million triggered by the cancellation of the outstanding debt. The remaining $5,071,440 aggregate principal amount of Notes was purchased by certain of the Company's stockholders, including Tennenbaum, ApS KBUS 17 nr. 2101, an entity affiliated with Nick Jensen, the Company's Chief Executive Officer, GW Invest ApS, an entity affiliated with Mikael Konnerup, a member of the Board, Investcorp Bank B.S.C., an entity affiliated with Hazem Ben-Gacem and Alex Guira, members of the Board, and Pierre McMaster, a principal stockholder of the Company, in exchange for the cancellation of $5,071,440 of Dialogic Corporation's long-term debt held by such stockholders. The Notes bear interest at the rate of 1% per annum, compounded annually, and are convertible into shares of the Company's common stock, par value $0.001 per share. The conversion price of the Notes is generally $1.00 per share, provided that the Notes issued to Tennenbaum in exchange for the cancellation of the Interest Amount have a conversion price of $0.87 per share, in each case as adjusted for any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination or other similar transaction. Under the terms of the Notes, the principal and all accrued but unpaid interest will automatically convert into shares of Common Stock upon stockholder approval of the Private Placement. Series D-1 Preferred Stock On April 11, 2012, the Company filed a certificate of designation for the Company's Series D-1 Preferred Stock with the Secretary of State of the State of Delaware. The Series D-1 Preferred Share was issued and sold to Tennenbaum in exchange for cancellation of $100 in outstanding principal under the Term Loan Agreement. Amendment of Existing Debt Arrangements In connection with the Private Placement, Dialogic Corporation, the Company, and certain of its subsidiaries entered into a First Amendment to the Term Loan Agreement with the Term Loan Lenders and an Eighteenth Amendment to Credit Agreement relating to the Revolving Credit Agreement with the Revolving Credit Lender. These amendments were entered into concurrently with the closing of the Private Placement. Pursuant to the First Amendment, the Term Loan Agreement was amended to permit the conversion of $32,958,373 of outstanding debt under the Term Loan Agreement in exchange for the Notes, subject to payment of a prepayment premium of $1.5 million, which the Company also paid through the issuance of Other Agreements In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the Investors, dated April 11, 2012, pursuant to which it agreed to file one or more registration statements registering for resale the shares of Common Stock issuable upon conversion of the Notes within 90 days. Resignations of Members of the Board In connection with the Private Placement, on April 11, 2012, Hazem Ben-Gacem and Mikael Konnerup resigned from the Board, including from their respective memberships on the committees of the Board, effective immediately. The resignations of Messrs. Ben-Gacem and Konnerup were not the result of any disagreement with the Company on any matter relating to its operations, policies or practices, or regarding the general direction of the Company. Appointment of Member of the Board In connection with the Private Placement, on April 11, 2012, Ming Him Chan was elected by the Board to serve as a member of the Board. Mr. Chan currently serves as a Principal of Tennenbaum. Tennenbaum participated in the Private Placement. Messrs. Chan, Vig, Dion Joannou and Nick DeRoma have agreed to be the designees of Tennenbaum upon stockholder approval, if it occurs, pursuant to the terms of the Certificate. In accordance with the Company's director compensation policy, as a non-independent Board member, Mr. Chan will not be entitled to any compensation for his service on the Board. However, the Company will enter into a standard indemnity agreement with Mr. Chan, which will provide, among other things, that the Company will indemnify him, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he may be required to pay in actions or proceedings which he is or may be made a party by reason of his or her position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company's Bylaws. A copy of the Form 8-K is available for free at: http://is.gd/CQ2nXr About Dialogic Milpitas, Calif.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. For the nine months ended Sept. 30, 2011, the Company incurred a net loss of $45.6 million and used cash in operating activities of $11.1 million. For the nine months ended Sept. 30, 2010, the Company incurred a net loss of $25.4 million. Operating activities provided cash of $2.7 million in the nine months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2011, showed $164.57 million in total assets, $171.68 million in total liabilities, and stockholders' deficit of $7.11 million. DOLLAR GENERAL: Moody's Raises CFR to 'Ba1'; Outlook Positive ------------------------------------------------------------- Moody's Investors Service upgraded Dollar General Corporation's Corporate Family Rating and Probability of Default Rating to Ba1 from Ba2. The Speculative Grade Liquidity rating of SGL-1 was affirmed. The rating outlook is positive. This rating action concludes the review for possible upgrade initiated on March 22, 2012. Ratings Rationale The upgrade with a positive outlook reflects that Buck Holdings, LP controlled by Kohlberg Kravis Robert's ("KKR") has reduced its equity ownership in Dollar General below 50% to approximately 44%. Thus triggering a change in the composition of the board of directors such that KKR no longer has the majority seats on the board. The upgrade also acknowledges that Dollar General's operating performance and credit metrics are expected to remain strong. As of year ending February 3, 2012, Dollar General's debt to EBITDA was 3.0 times and EBITA to interest expense is 4.4x. Furthermore, the upgrade follows Dollar General's refinancing approximately $880 million of its term loan which extended its maturity to July 2017 from July 2014. "Dollar General continues to strengthen its capital structure through the opportunistic refinancing of a portion of its term loan, thus extending its maturity schedule" said Maggie Taylor, a senior credit officer with Moody's. "The strengthening of the capital structure coupled with the reduction of KKR's equity ownership supports Moody's view that Dollar General continues to apply a balanced and prudent financial policy." The following ratings are upgraded: Corporate Family Rating to Ba1 from Ba2 Probability of Default Rating to Ba1 from Ba2 $311 million senior secured term loan B-2 to Ba2 (LGD 4, to 68%) from Ba3 (LGD 4, 65%) $451 million senior subordinated notes to Ba3 (LGD 5, 97%) from B1 (LGD 5, 86%) The following ratings are affirmed and LGD point estimates changed: $779 million senior secured term loan B-1 at Ba1 (LGD 3, 43% from 39%) $880 million senior secured term loan C at Ba1 (LGD 3, 43% from 39%) Speculative Grade Liquidity rating at SGL-1 Dollar General's Ba1 Corporate Family Rating is supported by its market position as the largest dollar-store chain in the U.S. Moody's views the dollar store sector favorably and expects that it will continue to grow given its low price points and its relative resistance to economic cycles. The rating also reflects Dollar General's solid credit metrics and its very good liquidity. The rating acknowledges that Dollar General's earnings are expected to continue to grow at a healthy rate despite a limited ability to pass on cost pressures to a price sensitive customer which will limit Dollar General's gross margin. Dollar General's ratings are constrained by its geographic concentration. While operating over 9,900 stores in 39 states, Dollar General is heavily concentrated in the south, which accounts for approximately 47% of their store base. However, this concentration risk may slowly dissipate as Dollar General continues to grow its store count and break ground in new states, much like their recent launch into California. In light of the reduction in KKR's equity ownership to below 50%, the positive outlook reflects that Moody's expects the composition of the board to likely change over the next twelve to eighteen months and that the revised board is likely to support balanced and conservative financial policies. An upgrade would require Dollar General's board of directors to evidence support of financial policies which allow the company to maintain credit metrics consistent with a higher rating over the long term. An upgrade would also require continued strong operating performance particularly in light of Dollar General's sizable expansion into California. Quantitatively, an upgrade would require debt to EBITDA to remain below 3.0 times and EBITA to interest expense remain above 4.5 times. Downward rating pressure would result should Dollar General's financial policies become more aggressive. Ratings could also be downgraded should Dollar General's operating performance deteriorate or debt levels increase such that debt to EBITDA is sustained above 4.0 times or EBITA to interest expense falls below 3.5 times. The principal methodology used in rating Dollar General Corporation was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Dollar General Corporation, headquartered in Goodlettsville, Tennessee, owns and operates over 9,900 extreme value general merchandise stores. Revenues are over $14.5 billion. E-DEBIT GLOBAL: Incurs $1.1 Million Net Loss in 2011 ---------------------------------------------------- E-Debit Global Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.09 million on $3.34 million of total revenue in 2011, compared with a net loss of $1.15 million on $3.97 million of total revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.60 million in total assets, $2.93 million in total liabilities and a $1.33 million total stockholders' deficit. For 2011, Schumacher & Associates, Inc., in Littleton, Colorado, 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, which raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/Ym8paD About E-Debit Global Corporation E-Debit Global Corporation (WSHE) is a financial holding company in Canada at the forefront of debit, credit and online computer banking. Currently, the Company has established a strong presence in the privately owned Canadian banking sector including Automated Banking Machines (ABM), Point of Sale Machines (POS), Online Computer Banking (OCB) and E-Commerce Transaction security and payment. E-Debit maintains and services a national ABM network across Canada and is a full participating member of the Canadian INTERAC Banking System. EAST COAST: Ciena Gets OK to Foreclose Some North Carolina Assets ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina ordered that the automatic stay on East Coast Development II, LLC's certain assets is modified to allow Ciena Capital, LLC to institute and complete a foreclosure of the collateral under its loan documents. Ciena Capital, LLC is a servicer for Bank of New York Mellon Trust Company, N.A. Mellon is the holder of a Promissory Note executed by the Debtor on or about Sept. 15, 2005, in the original principal amount of $2,200,000. The Note is secured by first priority deed of trust on certain commercial real property owned by the Debtor and more commonly known as 118-122 Princess Street (rental building housing two restaurants and one office) and 125 Market Street (vacant building), Wilmington, North Carolina. According to Ciena, the Debtor's failure to make the contractual payments due under the Note entitles Ciena to relief from the automatic stay for cause. The balance due to Mellon under the Note as of Jan. 6, 2012, was $2,672,537 with interest continuing to accrue at the per diem rate of $706 plus fees and costs. About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. Laurie R. Brown, CPA, serves as accountant. The Debtor disclosed $24.8 million in assets and $12.2 million in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed a creditors committee in the Debtor's case. EAST COAST: First Bank OK'd to Foreclose Certain Real Properties ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina ordered that the automatic stay on East Coast Development II, LLC's certain assets is modified to permit First Bank to enforce its rights and remedies against the real property. First Bank has requested for relief of stay with respect to certain real property located at 304 & 308 Castle Hayne Road, Wilmington, NC; 145 and 147 Brentwood Drive, Wilmington, NC; 1020 North Front Street, Wilmington, NC; and Highways 74/76, Mt. Misery Road, Leland, NC. Prior to the Petition Date, the Debtor defaulted under the First Bank Notes and Benford and Washburn defaulted under the Benford/Washburn Note. As of the Petition Date, the indebtedness due and owing under the First Loan is $163,562, with interest accruing on the unpaid balance at the per diem rate of $24.072. There is no equity in the collateral securing the First Loan. As of the Petition Date, the indebtedness due and owing under the Second Loan is $272,095, with interest accruing on the unpaid balance at the per diem rate of $39.9120. There is no equity in the collateral securing the Second Loan. As of the Petition Date, the indebtedness due and owing under the Third Loan was $365,610.77, with interest accruing on the unpaid balance at the per diem rate of $53.629. There is no equity in the collateral securing the Third. As of the Petition Date, the indebtedness due and owing under the Benford/Washburn Loan was $552,995, with interest accruing on the unpaid balance at the per diem rate of $74.409. The Debtor owns a 1/3 undivided interest in the property securing the Benford/Washburn Loan, and the Debtor?s ability to realize any potential equity out of its 1/3 undivided interest is unlikely. The First Bank Notes are secured by, among other things, Deeds of Trust and Assignments of Rent. About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. Laurie R. Brown, CPA, serves as accountant. The Debtor disclosed $24.8 million in assets and $12.2 million in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed a creditors committee in the Debtor's case. EASTMAN KODAK: Pilfered Digital Intellectual Property, Says Apple ----------------------------------------------------------------- Eric Hornbeck of Law360 reported that Apple Inc. late in March fired back at Eastman Kodak Co.'s allegations that its tablets and smartphones infringe five Kodak digital imaging patents, telling the U.S. International Trade Commission that Kodak misappropriated Apple technology from their digital camera collaboration in the 1990s. Kodak filed a complaint with the ITC on Jan. 10, accusing Apple, HTC Corp. and HTC subsidiary Exedea Inc. of violating Section 337 of the Tariff Act of 1930 by importing camera-equipped smartphones and tablets into the U.S. that infringe the patents-in-suit, the report related. 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: Wants Until Aug. 16 to Remove Lawsuits ----------------------------------------------------- Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to extend the deadline for filing notices of removal of pre-bankruptcy lawsuits to August 16, 2012. The company and its affiliated debtors are involved in about 100 lawsuits, some of which have not been automatically halted by their bankruptcy filing. Kodak lawyer Andrew Dietderich, Esq., at Sullivan & Cromwell LLP, in New York, said the proposed extension would allow the company to evaluate and determine which of the lawsuits are subject to the automatic stay and which of them should be removed. A court hearing on the request is scheduled for April 18. Objections were due by April 11. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EGPI FIRECREEK: Six Members Elected to Board of Directors --------------------------------------------------------- Effective March 28, 2012, by majority consent of the EGPI Firecreek, Inc., shareholders of record at March 28, 2011, six members were elected to the Company's Board of Directors. The Directors will hold their respective office until the Company's Annual Meeting of Shareholders in 2013 or until their successors are duly elected and qualified. The members of the Company's Board of Directors are: (1) Dennis R. Alexander; (2) David H. Ray; (3) Brandon D. Ray; (4) Michael Trapp; (5) Michael D. Brown; and (6) David Taylor. Dennis R. Alexander has served as Chairman, CEO, and Chief Financial Officer of the Company since May 21, 2009, having served as Chairman, President and Chief Financial Officer of EGPI and Firecreek Petroleum, Inc. since Feb. 10, 2007. He served as Chairman and Chief Financial Officer of EGPI and Firecreek Petroleum, Inc., since July 1, 2004 through Feb. 9, 2007, having served as the President and Director of EGPI from May 18, 1999, to June 30, 2004. In September 1998 he was a founder, and from Jan. 19, 1999, through its acquisition with EGPI served as President and Director of Energy Producers Group, Inc. From April 1997 through March 1998, served as CEO, Director, Consultant of Miner Communications, Inc., a media communications company. From April 26, 1997, through March, 1998 he was a director of Rockline, Inc., a private mining, resource company, and a founder of World Wide Bio Med, Inc., a private health-bio care, start up company. Since March 1996 to the present he has owned Global Media Network USA, Inc., which has included management consulting, advisory services. Mr. Alexander devotes approximately 60 to 80 hours per week minimum, and more as required, to the business of EGPI. David H. Ray has served as a Director and Executive Vice President and Treasurer of the Company and M3 Lighting, Inc., since May 21, 2009. He became a managing member of Strategic Partners Consulting, LLC in September 2008. From June 2006 until September 2008, Mr. Ray worked as the Manager of Financial Reporting and Budgeting for Charys Holding Company, Inc., a publicly-traded company. From May 2003 until June 2006, Mr. Ray worked at Cumulus Media, Inc., as an Accounting Manager, Senior Accountant and Staff Accountant. Mr. Ray graduated Summa Cum Laude and received a B.S. Degree in Accounting with a concentration in Finance from North Carolina State University in May 2003. Brandon D. Ray has served as a Director and Executive Vice President of Finance of the Company and M3 Lighting, Inc., since May 21, 2009. He became a managing member of Strategic Partners Consulting LLC in September 2008. Before joining Strategic Partners, he had worked as a financial analyst and general accountant for Charys Holding Company, Inc., a publicly-traded company. While at Charys, Mr. Ray was also responsible for the cash management and financial reporting of the Charys subsidiary Ayin Tower Management, a cellular/communication tower management group. Mr. Ray has also gained experience in the financial/accounting industry while working as a staff accountant with Cumulus Media Inc., based in Atlanta, Georgia. Mr Ray earned his Bachelor's of Science degree in Business Management with a concentration in Finance from North Carolina State University in 2003. Michael Trapp has served as a Director of the Company since May 21, 2009, having been appointed as a Director of EGPI on Dec. 3, 2008. A graduate of Rice Aviation he earned honors and honed his skills as a Airframe and Power Plant licensee working in the airline industry for many years. He recently owned his own mortgage company and is now a Senior Loan Officer for a multi- state lender in Mesa, Arizona. His strong technical and analytical skills will be a bonus in analyzing prospective projects which will enhance EGPI's growth and asset base. David Taylor has served as a Director of the Company since Sept. 16, 2010. He is presently the President of Caddo International, Inc (fka Petrol Industries Inc) an oilfield service company in Oil City Louisiana. Caddo provides operations for work over rigs and other oil field service equipment to work over wells located in the Caddo Pine Island Field and additionally maintains and oversees leases for owners. Caddo employs approximately 20 people. Mr. Taylor is also President of Chanwest Resources Inc., a wholly owned subsidiary of EGPI Firecreek, Inc.. CWR is an oilfield construction service company which operates in east Texas and North West Louisiana. Over the years Mr. Taylor has been a consultant through Willoil Consulting, LLC to several companies in Northeast Louisiana and East Texas dealing with day to day operations and Management issues in the Oil and Gas Industry. In addition Mr. Taylor has been a professional accountant in the Oil and Gas Industry for 40 years with services provided is several States in the US including Indiana, Illinois, Oklahoma. Kansas, Texas, California and Louisiana. He has been an officer and director of several public companies in the natural resource field providing. Mr. Taylors experience includes assisting turnaround situations in the oil and gas industry, and mergers and acquisitions in the public and private sector. Mr. Taylor is a resident of Shreveport, Louisiana. Michael D. Brown was appointed to the Board of Directors of the Company on July 6, 2009. Mr. Brown was nominated by President George W. Bush as the first Under Secretary of Emergency Preparedness and Response (EP&R) in the newly created Department of Homeland Security in January 2003. Mr. Brown coordinated federal disaster relief activities including implementation of the Federal Response Plan, which authorized the response and recovery operations of 26 federal agencies and departments as well as the American Red Cross. Mr. Brown also provided oversight of the National Flood Insurance Program and the U.S. Fire Administration and initiated proactive mitigation activities. Prior to joining the Federal Emergency Management Agency, Mr. Brown practiced law in Colorado and Oklahoma, where he served as a Bar Examiner on Ethics and Professional Responsibility for the Oklahoma Supreme Court and as a Hearing Examiner for the Colorado Supreme Court. Mr. Brown had been appointed as a Special Prosecutor in police disciplinary matters. While attending law school, Mr. Brown was appointed by the Chairman of the Senate Finance Committee of the Oklahoma Legislature as the Finance Committee Staff Director, where he oversaw state fiscal issues. Mr. Brown's background in state and local government also includes serving as an Assistant City Manager with Emergency Services Oversight and as a City Councilman. Mr. Brown holds a B.A. in Public Administration/Political Science from Central State University, Oklahoma. Mr. Brown received his J.D. from Oklahoma City University's School of Law. He was an Adjunct Professor of Law for Oklahoma City University. About EGPI Firecreek Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was formerly known as Energy Producers, Inc., an oil and gas production company focusing on the recovery and development of oil and natural gas. The Company has been focused on oil and gas activities for development of interests held that were acquired in Texas and Wyoming for the production of oil and natural gas through Dec. 2, 2008. Historically in its 2005 fiscal year, the Company initiated a program to review domestic oil and gas prospects and targets. As a result, EGPI acquired non-operating oil and gas interests in a project titled Ten Mile Draw located in Sweetwater County, Wyoming for the development and production of natural gas. In July 2007, the Company acquired and began production of oil at the 2,000 plus acre Fant Ranch Unit in Knox County, Texas. This was followed by the acquisition and commencement in March 2008 of oil and gas production at the J.B. Tubb Leasehold Estate located in the Amoco Crawar Field in Ward County, Texas. The Company's balance sheet at June 30, 2011, showed $5.14 million in total assets, $5.00 million in total liabilities, all current, $3.73 million in Series D preferred stock, and a $3.59 million total shareholders' deficit. M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI Firecreek's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. ENERGEN CORPORATION: Moody's Updates Credit Opinion --------------------------------------------------- Moody's Investors Service has just updated the credit opinion for Energen Corporation and Alabama Gas Corporation (Alagasco). Moody's current ratings for Energen Corporation and its affiliate are: Energen Corporation Senior Unsecured (domestic currency) Rating of Baa3 Senior Unsecured MTN (domestic currency) Rating of (P)Baa3 Senior Unsecured Shelf (domestic currency) Rating of (P)Baa3 Pref. Shelf (domestic currency) Rating of (P)Ba2 Alabama Gas Corporation Senior Unsecured (domestic currency) Rating of A1 Senior Unsecured MTN (domestic currency) Rating of (P)A1 Ratings Rationale Moody's rates Energen primarily as an E&P company since those operations represent roughly 80% of consolidated operating income and assets. On a stand-alone basis, Energen's E&P operations do not have an investment grade profile. Scale, as measured by reserve and production, more closely resembles a Ba1 or Ba2 credit. Despite its limited size, Energen's asset base has relatively good diversification, a track record of steady production and reserve growth, a focus on oil and liquids, and a relatively long reserve life. Energen has made a series of acquisitions in oil properties in the Permian Basin in the last two years which has resulted in increased levels of debt. The company's leverage metrics have weakened, but remain within investment grade bands. Looking forward, Moody's expects leverage ratios to improve as the transition to a more oily production mix is completed. Moody's does not expect the E&P operations to have the scale to justify a stand-alone investment grade rating in the short term. Therefore, in the interim Energen's ownership of Alagasco remains critical to the Baa3 rating. Alagasco provides Energen with a steady source of earnings and cash flows. Alagasco's A1 rating is supported by its stable earnings, its low leverage (43% debt to cap at year end 2011), and a favorable rate environment. The stability of earnings from Alagasco and the $30 to $40 million of dividends paid to Energen annually help to support the Baa3 senior note rating of Energen. The outlook for Energen and Alagasco is stable. Energen's significant exposure to exploration and production operations and the increase in leverage in 2011 make an upgrade unlikely in the near future given the scale of the company's operations. Over time, an upgrade could be considered with a larger, more diverse asset base (proved reserves of over 500 MM Boe), assuming leverage is managed appropriately. An upgrade is also unlikely for Alagasco due to its singular market and limited size. Under its current rate scheme, Moody's does not expect metrics to improve enough to offset the market and scale limitations. Energen's ratings incorporate some acquisition activity that is in line with the company's history of moderately sized acquisitions in core areas. However, the recent pace of acquisitions has been unusually aggressive. A continuation of this aggressive acquisition strategy and any increases in leverage could trigger a review of the company's financial policies and lead to a downgrade. Furthermore, given its relatively small scale, Moody's is expecting Energen's leverage to be maintained at less than $5.00 per Boe of proved developed reserves and debt to average daily production to be less than $20,000/Boe. Maintaining leverage in excess of these levels throughout 2012 could lead to a negative outlook or downgrade. A downgrade of Alagasco's ratings could also affect Energen's ratings. If Alagasco's ratio of cash flow from operations plus interest to interest falls below 6.0x, or the ratio of cash flow from operations minus dividends to debt remains below 20%, its ratings could be pressured. The principal methodology used in rating Energen was the Independent Exploration and Production (E&P) Industry Methodology published in December 2011. The principal methodology used in rating Alagasco was the Regulated Electric and Gas Utilities Methodology published in August 2009. EPAZZ INC: Reports $121,800 Restated Net Loss in Q3 2011 -------------------------------------------------------- Epazz, Inc., filed on April 13, 2012, Amendment No. 2 to its quarterly report on Form 10-Q for the fiscal quarter ended Sept. 30, 2011. An explanation for the restatement specific to the period was not provided. The Company reported a net loss of $121,789 (restated) on $205,724 of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $12,119 on $87,191 of revenue for the same period of 2010. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $68,334 (restated) on $646,023 of revenue, compared with a net loss of $20,893 on $269,332 of revenue for the same period of 2010. The Company's balance sheet (as restated) at Sept. 30, 2011, showed $1.08 million in total assets, $1.42 million in total liabilities, and a stockholders' deficit of $341,696. A copy of the Form 10-Q/A is available for free at: http://is.gd/TsZgcP The Company also filed Amendment No. 2 to its quarterly period ended June 30, 2011, and Amendment No. 2 to its quarterly period ended March 31, 2011. A copy of Amendment No. 2 to the quarterly period ended June 30, 2011, is available for free at http://is.gd/FDdXxI A copy of Amendment No. 2 to the quarterly period ended March 31, 2011, is available for free at http://is.gd/1WcGfH As reported in the TCR on April 26, 2011, Lake & Associates, CPA's LLC, in Schaumburg, Illinois, expressed substantial doubt about Epazz, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has a significant accumulated deficit and continues to incur losses. About Epazz Inc. Chicago, Ill.-bsed Epazz, Inc., is an enterprise-wide software company that specializes in providing customized web applications to the corporate world, higher education institutions and the public sector. EPAZZ INC: Restates 2010 Annual Report to Correct Errors -------------------------------------------------------- Epazz, Inc., filed on April 13, 2012, Amendment No. 3 to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. The Company determined that it had not properly recorded the Sept. 30, 2010 acquisition of its subsidiary IntelliSys, Inc. Subsequently, the balance sheet has been adjusted to properly reflect the Goodwill that should have been recognized when the acquisition was initially recorded. Intangible assets, retained earnings and the Consolidated Statement of Operations have also been adjusted to correct related recording errors originally recorded at the time of the acquisition. The Company also determined that it had omitted accrued liabilities that should have been recorded on the balance sheet dated Dec. 31, 2010. Accounts payable and accrued liabilities have been adjusted to correct this omission. The Company also determined that it did not properly record stock issued in exchange for services rendered. Accordingly, the stock transaction, which was originally recorded to prepaid expense has been reclassified to the Company's equity account. The Company reported net income of $120,785 (restated) on $705,005 of revenue for 2010, compared with a net loss of $54,680 on $359,961 of revenue for 2009. The Company's balance sheet (as restated) at Dec. 31, 2010, showed $1.21 million in total assets, $1.48 million in total liabilities, and a stockholders' deficit of $273,362. A copy of the Form 10-K/A is available for free at: http://is.gd/5FmihO The Company also filed Amendment No. 2 to its quarterly period ended Sept. 30, 2010. A copy of Amendment No. 2 to the quarterly period ended Sept. 30, 2010, is available for free at http://is.gd/XaDktK About Epazz Inc. Chicago, Ill.-bsed Epazz, Inc., is an enterprise-wide software company that specializes in providing customized web applications to the corporate world, higher education institutions and the public sector. * * * As reported in the TCR on April 26, 2011, Lake & Associates, CPA's LLC, in Schaumburg, Illinois, expressed substantial doubt about Epazz, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has a significant accumulated deficit and continues to incur losses. EPAZZ INC: Amends 2011 Reports to Reflect Intellisys Acquisition ---------------------------------------------------------------- Epazz, Inc., filed amendment no. 1 on Form 10-K/A to its annual report for the period ended Dec. 31, 2010, which was filed with the Securities and Exchange Commission on April 15, 2011, in response to certain issues. The condensed consolidated financial statements contained in its annual report on Form 10-K for the year ended Dec. 31, 2010, and the Quarterly Report on Form 10-Q for the three months ended March 31, 2011, and the six months ending June 30, 2011, require restatement in order to correct errors. The Company determined that it had not properly recorded the Sept. 30, 2010, acquisition of its subsidiary IntelliSys, Inc. Subsequently, the balance sheet has been adjusted to properly reflect the goodwill that should have been recognized when the acquisition was initially recorded. Intangible assets, retained earnings and the Consolidated Statement of Operations have also been adjusted to correct related recording errors originally recorded at the time of the acquisition. The company also determined that it had omitted accrued liabilities that should have been recorded on the balance sheet dated Dec. 31, 2010. Accounts payable and accrued liabilities have been adjusted to correct this omission. The company also determined that it did not properly record stock issued in exchange for services rendered. Accordingly, the stock transaction, which was originally recorded to prepaid expense has been reclassified to the company?s equity account. The Company's restated statement of operations reflects net income of $120,785 on $705,005 of revenue in 2010, compared with net income of $79,558 on $898,692 of revenue as originally reported. The Company's restated balance sheet at Dec. 31, 2010, showed $1.20 million in total assets, $1.48 million in total liabilities and a $273,362 total stockholders' deficit. The Company originally reported $1.99 million in total assets, $1.46 million in total liabilities and $531,957 in total stockholders' equity. The Company's restated balance sheet at Sept. 30, 2011, showed $1.08 million in total assets, $1.42 million in total liabilities and a $341,696 total stockholders' deficit. The Company originally reported $2.09 million in total assets, $1.42 million in total liabilities and $669,483 in total stockholders' equity. A copy of the Form 10-K/A for 2010 is available for free at: http://is.gd/5FmihO A copy of the Form 10-Q/A for Sept. 30, 2010, is available at: http://is.gd/XaDktK A copy of the Form 10-Q/A for March 31, 2011, is available at: http://is.gd/1WcGfH A copy of the Form 10-Q/A for June 30, 2011, is available at: http://is.gd/FDdXxI A copy of the Form 10-Q/A for Sept. 30, 2011, is available at: http://is.gd/TsZgcP About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. As reported in the TCR on April 26, 2011, Lake & Associates, CPA's LLC, in Schaumburg, Illinois, expressed substantial doubt about EPAZZ, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has a significant accumulated deficit and continues to incur losses. Bankruptcy Warning According to the Form 10-Q for the quarter ended Sept. 30, 2011, the Company currently anticipates that it will only be able to continue its business operations for the next three months with its current cash on hand and the revenues it generates and will need approximately $100,000 to continue its operations for the next 12 months, including any funds the Company will need to make payments under its note payables. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and the Company's failure to raise capital when needed could limit its ability to continue and expand its business. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company's ability to obtain additional funding for the remainder of the 2011 year and thereafter will determine its ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay the Company's obligations and supply the Company sufficient funds to continue its business operations and on favorable terms if and when needed in the future could have a material adverse effect on the Company's financial performance, results of operations and stock price and require the Company to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of the Company's common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights. In the event that the Company is unable to repay its current and long-term obligations as they come due, the Company could be forced to curtail or abandon its business operations, or file for bankruptcy protection; the result of which would likely be that the Company's securities would decline in value or become worthless. ETERNAL SERVICES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Eternal Services, Inc. 2390 Hartford Highway Dothan, AL 36305 Bankruptcy Case No.: 12-10612 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Middle District of Alabama (Dothan) Judge: William R. Sawyer Debtor's Counsel: Cameron A. Metcalf, Esq. ESPY, METCALF & ESPY, P.C. P.O. Drawer 6504 Dothan, AL 36302 Tel: (334) 793-6288 E-mail: cam@espymetcalf.com Scheduled Assets: $1,785,400 Scheduled Liabilities: $2,688,601 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/almb12-10612.pdf The petition was signed by Michael Duncan, president. FIRSTLIGHT HYDRO: Fitch Affirms 'BB+' Rating on $320-Mil. Bonds --------------------------------------------------------------- Fitch Ratings affirms the 'BB+' rating on FirstLight Hydro Generating Company's (HGC) $320 million senior secured first mortgage bonds. The Rating Outlook for HGC is revised to Stable from Negative based on Fitch's expectation of low but stable natural gas prices in a stress scenario. Fitch also affirms and withdraws the following ratings for FirstLight Power Resources, Inc. (FLPR): -- Issuer Default Rating (IDR) at 'B-'; -- $550 million first lien credit facilities at 'B+/RR2'; -- $170 million second lien credit facilities at 'B-/RR4'. The affirmation and withdrawal of FLPR's ratings follows the sponsor's prepayment of FLPR's indebtedness in its entirety. Merchant Generation: HGC manages a portfolio of hydropower assets that sell energy at market based prices but benefit from a favorable position in the dispatch curve. The persistent low gas environment combined with the elimination of the capacity floor price by the New England Independent Service Operator (NEISO) may compress margins going forward. Fitch notes that this risk is partially offset by existing short-term commitments in the forward capacity market. Stable Operating Performance: The project benefits from a long history of stable operations at its conventional and run-of-the- river hydro units. The cost of planned upgrades at the Northfield pumped storage facility will pressure near-term cash flows through 2014 but should result in increased output and long-term reliability. Hydrology Risk: Hydrology variability is mitigated by management's use of actual historical water flows, which includes drought-like conditions, to project energy production. Persistence of low hydrology, however, could materially erode future cash flow. What Could Trigger a Rating Action -- Continued weakness in the merchant power market and a material decline in capacity prices; -- Persistent reductions in hydrology that reduce overall energy production; and -- Inability to manage capital expenditures. The first mortgage bonds are secured by all ownership interests, all physical assets, contracts, accounts, cash, investments, and all other tangible and intangible property. HGC's Stable Outlook reflects the project's adequate operating performance and Fitch's expectation of more consistent cash flows despite low natural gas and energy prices. In addition, the sponsor, IPR GDF Suez North America (IPGSNA), has eliminated refinance risk for FLPR by prepaying the $260 million balance on the first lien and the $170 million balance on the second lien in March 2012. As such, Fitch has affirmed and withdrawn the IDR on FLPR as well as the first and second lien ratings. HGC's rating is unaffected due to the structural subordination of the FLPR debt. Operationally, high availability, hydrology, and energy production were offset by low power prices resulting in below budget revenue expectations in 2011 for the hydro facilities. After a six-month outage partially due to planned upgrades, the Northfield pump storage facility came back on line in November 2010. Northfield achieved availability of over 80% in 2011, a material improvement over 42% in 2010 but lower than 95% it achieved in 2009. Northfield generated approximately 755,000 MWh, below the 1.1 million MWh budget estimate due to periods of uneconomic pricing spreads. Management reports that the Northfield units haven't encountered material performance problems but are undergoing upgrades through 2014 as part of management's capital plan. Financial performance has fallen below historical levels due to the low power price environment, which Fitch expects will persist in the near to medium term. Average off-peak power prices in Massachusetts decreased by 6% to $47.27/MWh in 2011 from $50.04/MWh in 2010. Average peak power prices declined by 7% in 2011 to $53.31 from $57.05 in 2010. As a result of the low pricing, HCG's 2011 senior debt service coverage ratio (DSCR) fell to 1.39 times (x). Cash flows in 2011 were supported by the receipt of insurance proceeds due to a prior Northfield outage. HGC has received further proceeds in 2012. Fitch's financial projections for HGC include Fitch's low gas price forecast, capturing the potential for further declines in New England power prices. Fitch projects DSCRs averaging 1.41x between 2013 and 2018, with a minimum of 1.19x, commensurate with the current rating category for non-contracted power projects. Longer-term, Fitch believes DSCRs could exceed 1.70x. Fitch believes HGC will be well positioned within the NEISO capacity market, though the removal of the capacity price floor beginning with the 2016 auction presents additional downside risk. Fitch notes that HGC's prices for capacity payments are known through 2015, providing some revenue stability. Fitch views the IPGSNA's prepayment of the FLPR debt as favorable due to the elimination of refinance risk as well as the demonstration of sponsor support, though the rating of HGC does not anticipate additional sponsor support. The sponsor had previously repaid other credit facilities ($70 million revolver and $65 million letter of credit) so that the project could make use of cheaper intercompany borrowing to meet potential working capital needs, which to date have been minimal. IPGSNA owns HGC and the Mt. Tom coal-fired power plant, which serve the NEISO region. HGC is a portfolio of primarily hydroelectric power plants, including the 1,102-megawatt (MW) Northfield Mountain pumped storage facility, 12 hydroelectric plants (run-of-the river and conventional) totaling 195 MW and a 21-MW combustion turbine. Mt. Tom is a 146-MW coal-fired facility that contributed revenues to the holding company debt (First and Second liens) not HGC. FUEL DOCTOR: Amends Agency Agreement with Senibellacorp ------------------------------------------------------- Fuel Doctor Holdings, Inc., filed an amendment to its report on Form 8-K as originally filed with the Securities and Exchange Commission on Jan. 13, 2012, to amend and restate the filing in its entirety and to, among other things: (i) correct the disclosure regarding the initial term of the agency agreement entered into with Senibellacorp, S.A.; (ii) disclose the terms of the an amendment to the agency agreement; and (iii) attach the amendment to the agency agreement as exhibit. On Jan. 1, 2012, Fuel Doctor Holdings, Inc., entered into an agency agreement with Senibellacorp S.A., an unaffiliated company located in Ecuador, pursuant to which the Agent will have the exclusive right and license to sell, market and distribute the Company's fuel saving component which reduces the utilization of fuel known as "Fuel Doctor" to potential clients in Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, and Venezuela. On March 27, 2012, the parties entered into an amendment to the Agreement clarifying the Term of the Agreement. The exclusivity of the Agreement is subject to the Agent meeting certain minimum purchase orders requirements during the Term of the Agreement. The Agreement will have an initial term commencing on the Effective Date and ending on June 30, 2012, subject to the Agent's ability to extend the term through Dec. 31, 2017, provided that the Agent is then not in default under the Agreement. A copy of the Amendment is available for free at: http://is.gd/2Rw4xn About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $1.9 million on $811,576 of revenues, compared with a net loss of $1.7 million on $603,329 of revenues for the corresponding period last year. The Company had an accumulated deficit at Sept. 30, 2011, had a net loss and net cash used in operating activities for the interim period then ended. "While the Company is attempting to generate sufficient revenues, the Company's cash position may not be sufficient to support the Company's daily operations," the Company said in the filing. GREASE PRO: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Grease Pro, Inc. dba JAL 100 dba JAL 650 dba JAL107 dba JAL 111 dba JAL 108 dba J & G 113, LLC dba JAL 645 dba JAL 109 P.O. Box 2529 Panama City, FL 32402 Bankruptcy Case No.: 12-50191 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Northern District of Florida (Panama City) Debtor's Counsel: Thomas B. Woodward, Esq. P.O. Box 10058 Tallahassee, FL 32302 Tel: (850) 222-4818 Fax: (850) 561-3456 E-mail: woodylaw@embarqmail.com Scheduled Assets: $6,422,227 Scheduled Liabilities: $4,234,257 A copy of the Company's list of its 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flnb12-50191.pdf The petition was signed by J. Aaron Lovett, president. GROVE PARK: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Grove Park LLC P.O. Box 2850 Windermere, FL 34786 Bankruptcy Case No.: 12-04805 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Eric A Lanigan, Esq. LANIGAN & LANIGAN, PL 831 W. Morse Blvd Winter Park, FL 32789 Tel: (407) 740-7379 Fax: (407) 740-6812 E-mail: ecf@laniganpl.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb12-04805.pdf The petition was signed by Robert T. Ogden, mgr/mbr. GRUBB & ELLIS: BCG Partners Completes Acquisition of Assets ----------------------------------------------------------- BGC Partners, Inc., a global brokerage company, on April 13 announced the closing of its acquisition of assets of Grubb & Ellis Company, following the recent approval of the transaction by the U.S. Bankruptcy Court for the Southern District of New York. BGC is rapidly integrating Newmark Knight Frank, one of the largest commercial real estate firms in the U.S. which it acquired in October 2011, with Grubb & Ellis, one of the nation's best- known commercial real estate brands, forming Newmark Grubb Knight Frank, its new full-service commercial real estate platform. In addition to the Grubb & Ellis professionals now joining the combined firm, Newmark Knight Frank has added over 50 top producing brokers in offices across the country in the last several months. Michael Lehrman, Global Head of Real Estate at BGC, said, "With more than 100 offices in North America, 250 million square feet in Property and Facilities Management, and an outstanding national Appraisal business, the creation of Newmark Grubb Knight Frank is a game-changing moment in the real estate industry. Newmark Knight Frank and Grubb & Ellis each have consistently ranked among the leading companies in the real estate industry, and now these two great brands have come together as an even more impressive competitive presence in the real estate marketplace." Barry Gosin, CEO of the combined Newmark Grubb Knight Frank, commented, "Our value proposition embraces a portfolio of management services, capital markets, corporate services, investment sales, leasing, tenant and landlord representation, property and facilities management, industrial engineering, appraisal and valuation services. In short, it's a fresh and comprehensive way of identifying creative, fully integrated solutions to meet clients' complex real estate objectives by applying BGC's capital, management, and technology as we enlarge the scale of our real estate services platform and expand into new markets." Mr. Lehrman added, "Our integrated real estate business brings together an extraordinary team of best-in-class brokers, property management, facilities management and appraisal executives and their staff. This transaction is a testament to the dedication and shared client focus of literally hundreds of individuals at BGC, Newmark Knight Frank, Grubb & Ellis and their respective affiliates. Jimmy Kuhn, President of the combined Newmark Grubb Knight Frank, said, "With our teams working together, we have already won significant new mandates. Clients are telling us that with the proven strengths of Newmark Knight Frank, Grubb & Ellis's investment sales capabilities and expertise across multiple practice groups, and BGC's expertise in global capital markets, Newmark Grubb Knight Frank represents one of the most powerful solutions in the real estate industry." 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. HARBORSIDE INVESTMENTS: Case Summary & 3 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Harborside Investments South, Ltd. a Nevada Limited Liability Company P.O. Box 10578 Reno, NV 89510 Bankruptcy Case No.: 12-50817 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Pkwy Reno, NV 89519 Tel: (775) 322-1237 Fax: (775) 996-7290 E-mail: kevin@darbylawpractice.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb12-50817.pdf The petition was signed by Nathan L. Topol, manager. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- West Shore Resort III, LLC 10-51101 03/30/10 West Shore Resort Properties, LLC 10-50506 02/22/10 HCA HOLDINGS: Board Adopts 2012 Senior Officer PEP -------------------------------------------------- A subcommittee of the Compensation Committee of the Board of Directors of HCA Holdings, Inc., adopted the 2012 Senior Officer Performance Excellence Program. Under the Senior Officer PEP, the executive officers of the Company will be eligible to earn performance awards based upon the achievement of certain specified performance targets. The specified performance criteria for the Company's named executive officers and other participants is EBITDA, and with respect to the Southwest, National and Central Group Presidents 50% of their respective award opportunities are based on EBITDA for their respective Group. Target awards for 2012 for the named executive officers are: * 150% of base salary for Richard M. Bracken, the Company's Chairman and CEO; * 100% of base salary for R. Milton Johnson, the Company's President and CFO; * 85% of base salary for Samuel N. Hazen, the Company's President of Operations; * 75% of base salary for Charles J. Hall, the Company's President - National Group; and * 75% of base salary for Jon M. Foster, the Company's President - Southwest Group. Participants will receive 100% of the target award for target performance, 25% of the target award for a minimum acceptable (threshold) level of performance, and a maximum of 200% of the target award for maximum performance. No payments will be made for performance below specified threshold amounts. Payouts between threshold and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation. The Committee may make adjustments to the terms and conditions of, and the criteria included in, awards under the Senior Officer PEP in recognition of unusual or nonrecurring events affecting a participant or the Company, or the financial statements of the Company, or in certain other instances specified in the Senior Officer PEP. The Committee may apply negative discretion to final award determinations with respect to any of the named executive officers based on the Committee's subjective evaluation of the named executive officer's annual performance including, if and as determined by the Committee, an evaluation of quality of performance with a primary focus on the Centers for Medicare & Medicaid Services Core Measures, Hospital Acquired Conditions and HCAHPS performance against industry benchmarks. However, no such adjustment to an individual award shall exceed 20% of the "target" award of the individual. Awards pursuant to the Senior Officer PEP that are attributable to the performance goals being met at "target" level or below will be paid solely in cash, and, in the event performance goals are achieved above the "target" level, the amount of an award attributable to performance results in excess of "target" levels shall be payable 50% in cash and 50% in restricted stock units. In addition, awards pursuant to the Senior Officer PEP are subject to recovery or adjustment by the Company in certain circumstances in which the operating results on which the payment was based were restated or otherwise adjusted or in the event a participant's conduct is not in good faith and materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates. A copy of the 2012 Senior Officer PEP is available for free at: http://is.gd/d7kvJP About HCA Inc. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 162 hospitals and 104 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers that are accounted for using the equity method) as of Sept. 30, 2010. For the 12 months ended Sept. 30, 2010, the company recognized revenue in excess of $30 billion. 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. * * * In May 2011, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of HCA Inc. (HCA) 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 Diaz. As reported by the Troubled Company Reporter on March 14, 2011, Moody's Investors Service commented that the completion of the IPO by HCA Holdings, Inc., has no immediate impact on the company's B2 Corporate Family Rating. The outlook for the ratings remains positive. While Moody's believes that the completion of the IPO is a credit positive since proceeds are expected to be used to repay outstanding debt, the estimated $2.6 billion of proceeds to the company won't meaningfully reduce HCA's $28.2 billion debt load. In the March 16, 2011, edition of the TCR, Fitch Ratings has upgraded its ratings for HCA Inc. and HCA Holdings Inc., including the companies' Issuer Default Ratings which were upgraded to 'B+' from 'B'. The Rating Outlook is revised to Stable from Positive. The ratings apply to approximately $28.2 billion in debt outstanding at Dec. 31, 2010. Fitch noted that HCA has made significant progress in reducing debt leverage since it was taken private in 2006 in a LBO which added $17 billion to the company's debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to- EBITDA was 6.7x. Most of the reduction in debt leverage over the past four years was accomplished through growth in EBITDA, which Fitch calculates has expanded by $1.7 billion or 40% to $5.9 billion for 2010 versus $4.2 billion in 2006. Although the company did not undertake a significant organizational restructuring post the LBO, management has nevertheless been successful in growing EBITDA and significantly expanding discretionary free cash flow (FCF). Fitch believes this was accomplished through various operational initiatives, including expansion of profitable service lines and the divestiture of some under performing hospitals, as well as the generally resilient operating trend of the for-profit hospital industry during the recent economic recession despite the pressure of increased levels of uncompensated care and generally weak organic patient volume trends. HG & LL: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------- Debtor: HG & LL Holdings, LLC 6389 Tower Lane Sarasota, FL 34240-8810 Bankruptcy Case No.: 12-05560 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Timothy W. Gensmer, Esq. TIMOTHY W. GENSMER, P.A. 2831 Ringling Boulevard, Suite 202-A Sarasota, FL 34237 Tel: (941) 952-9377 Fax: (941) 954-5605 E-mail: timgensmer@aol.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-05560.pdf The petition was signed by Anthony Deloach, member. IAP WORLDWIDE: S&P Lowers Corporate Credit Rating to 'CCC' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Cape Canaveral, Fla.-based IAP Worldwide Services Inc., including the corporate credit rating to 'CCC' from 'CCC+'. At the same time, the ratings remain on CreditWatch but with revised implications, to developing from negative. "The rating actions reflect our view that the risk of a selective default has increased because IAP has not yet refinanced its credit facilities, which include a first-lien facility due at the end of the year and a second-lien term loan due in mid-2013," said Standard & Poor's credit analyst Dan Picciotto. "We believe the risk of an exchange at less than the promised amount for the company's debt instruments -- tantamount to a default under our Criteria -- has increased." "However, the revision of the CreditWatch implications to developing from negative recognizes the potential for an upgrade if a refinancing results in adequate compensation to lenders and we do not deem the transaction to be a distressed exchange," he continued. "Standard & Poor's aims to resolve the CreditWatch as soon as we have adequate details. The CreditWatch listing reflects the potential for a downgrade if the company completes a refinancing that we believe does not fulfill the originally promised obligations or qualifies as a distressed exchange under our criteria. On the other hand, Standard & Poor's could raise the ratings if the company addresses its upcoming debt maturities in a manner that fulfills the originally promised obligations," S&P said. INTELLICELL BIOSCIENCES: Has $1MM License Pact with StemCells 21 ---------------------------------------------------------------- Intellicell Biosciences, Inc., on April 7, 2012, entered into an exclusive lab services license agreement with StemCells 21 Co., Ltd., pursuant to which the Company has granted the Thailand Licensee, among other things: (i) an exclusive, non-assignable, non-transferable, license to utilize and commercially exploit the Company's proprietary process, solely for the provision of the separation of Adipose Stromal Vascular Fraction from fat tissue utilizing the Technology and solely within the Kingdom of Thailand; (ii) an exclusive, non-assignable, non-transferable, royalty- bearing license to use the Trademarks, solely in connection with the Tissue Processing and solely within the Territory; and (iii) the right to grant sublicenses in accordance with the provisions of the Thailand Agreement, so that the Thailand Licensee can utilize the Technology and Trademarks to provide Tissue Processing services in the Territory. The Thailand Agreement will have an initial term ending on April 7, 2022, and will continue on successive one-year terms thereafter unless terminated by either party. Either party may terminate the Thailand Agreement, for among other things, the failure to cure a material breach of the Thailand Agreement within 10 business days or if either party makes an assignment for the benefit of creditors, is adjudicated bankrupt or insolvent or commences proceedings under bankruptcy law. In consideration for the grant of the exclusive license, Thailand Licensee agreed to pay the Company an up-front license fee of $1,000,000 payable as follows: (i) an initial installment of $150,000 upon execution of the Agreement; (ii) $100,000 within three days of the completion of the Lab Equipment having been delivered and installed and the Lab Technician for the initial Laboratory Facility having completed training; and (iii) the balance of $750,000 to be placed in escrow with counsel for the Company upon the payment of the Second Installment, with those funds to be held in escrow for a period of 90 days, with those funds to be released upon satisfaction by the parties that the Lab Equipment is in working order and the Lab Technician has been adequately trained. As of April 11, 2012, the Thailand Licensee has not paid the Initial Installment to the Company. In addition to the foregoing, for each tissue processing case performed by Thailand Licensee, a fee of 12.5% of the fess designated by the Company for tissue processing shall be remitted to the Company on a monthly basis. Thailand Licensee will also pay the Company a fee of 12.5% of the all profit earned by the Thailand Licensee form the initial up front sale of lab equipment to other laboratory facilities who acquire a sublicense from the Thailand Licensee to use the Technology in the Territory. A copy of the Laboratory Services License Agreement is available for free at http://is.gd/RCxxnA About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company's balance sheet at Sept. 30, 2011, showed $1.0 million in total assets, $21.2 million in total current liabilities, and a stockholders' deficit of $20.2 million. "The Company has incurred losses since inception resulting in an accumulated deficit of $20.1 million and a working capital deficit of $21.0 million as of Sept. 30, 2011, respectively, however, if the non-cash expense related to the Company's derivative liability is excluded the accumulated deficit amounted to $3.1 million and working capital deficit amounted to $3.7 million, respectively,? the Company said in the filing. "Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern." INTELLIPHARMACEUTICS: Posts $1.94-Mil. Net Loss in Feb. 29 Quarter ------------------------------------------------------------------ Intellipharmaceutics International Inc. reported a net loss of $1.94 million on $107,091 of revenue for the three months ended Feb. 29, 2012, compared with a net loss of $2.72 million on $nil revenue for the three months ended Feb. 28, 2011. The Company's balance sheet at Feb. 29, 2012, showed $4.40 million in total assets, $7.93 million in total liabilities, and a stockholders' deficit of $3.53 million. As reported in the TCR on Feb. 17, 2012, Deloitte & Touche LLP, in Toronto, expressed substantial doubt about Intellipharmaceutics' ability to continue as a going concern, following the Company's results for the fiscal year ended Nov. 30, 2011. The independent auditors noted that of the Company's recurring losses from operations and stockholders' capital deficiency. A copy of the condensed unaudited interim consolidated financial statements is available for free at http://is.gd/7N7hO6 A copy of the 2012 First Quarter Management Discussion and Analysis is available for free at http://is.gd/t6AJRg About Intellipharmaceutics International Based in Toronto, Canada, Intellipharmaceutics International Inc. (Nasdaq: IPCI) (TSX: I) -- http://www.intellipharmaceutics.com/-- is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled- release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix(TM) technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceutics has a pipeline of product candidates in various stages of development, including six ANDAs under review by the FDA, in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes, pain and infection. INVENTIV HEALTH: Moody's Retains 'B3' CFR; Outlook Negative ----------------------------------------------------------- Moody's Investors Service changed the rating outlook of inVentiv Health Inc. to negative from stable. The Corporate Family Rating and Probability of Default Rating remain B3 and the Speculative Grade Liquidity Rating remains SGL-3. The senior secured debt remains rated B1 and the unsecured notes remain rated Caa2. The negative outlook reflects inVentiv's continued challenges in its clinical contract research organization (CRO) business including the assets acquired in the PharmaNet and i3 acquisitions in 2011. Given both industry wide headwinds, such as pricing pressure, as well as inVentiv specific challenges, such as integration and project delays, Moody's is concerned about continued underperformance of that business. The outlook change also reflects Moody's expectation of near-term weakening of liquidity. While the company had a strong cash balance ($109 million) at the end of December 2011, Moody's anticipates significant cash burn in the first half of 2012 due to the timing of bond payments, credit amendment fees, cash severance and costs to achieve synergies, bonuses and acquisitions. While Moody's expects near-term weakening of liquidity, it is still expected to be adequate over the next twelve months, supported by the recent covenant amendment and availability under the revolver. Ratings Rationale The B3 Corporate Family Rating reflects inVentiv's high adjusted financial leverage and limited near-to-medium term free cash flow expectations. The ratings are also constrained by a number of risks inherent in the business including: project cancellations due to FDA non-approval decisions or generic competition of clients' products, reduced client marketing budgets, and pharmaceutical industry consolidation. Positive factors supporting the ratings are the significant size and scale of inVentiv, both on an absolute basis and relative to other CROs. The ratings are further supported by the breadth of inVentiv's diverse service offerings, which over time could result in increased cross-selling opportunities and stronger client relationships. The ratings could be upgraded if the company is able to successfully grow revenue and improve profitability in the clinical business. If inVentiv sustains positive free cash flow and adjusted leverage (including Moody's standard accounting adjustments) below 6.0 times Moody's could upgrade the ratings. If inVentiv is not able to improve performance in the clinical business or there is deterioration in the commercial business such that adjusted leverage is expected to remain well above 7.0 times, Moody's could downgrade the ratings. Any further weakening of liquidity may also lead to a downgrade. The principal methodology used in rating inVentiv Group Holdings was the Global Business & Consumer Service Industry Rating Methodology published October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. inVentiv, headquartered in Burlington, Massachusetts, is a leading provider of outsourced services to the pharmaceutical, life sciences and healthcare industries. inVentiv provides a broad range of clinical development, communications and commercialization services to clients to assist in the development and commercialization of pharmaceutical products and medical devices. For the twelve months ended December 31, 2011, the company reported approximately $1.4 billion in net revenues. In August 2010, inVentiv was taken private by Thomas H. Lee Partners and Liberty Lane Partners in a transaction valued at $1.1 billion. JUELLE PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Juelle Properties LLC 1655 N. Commerce Parkway Weston, FL 33326 Tel: (954) 376-6160 Bankruptcy Case No.: 12-18986 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Pro Se Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Noel Strachan, CEO. KLN STEEL: Hall Attorneys Approved as Panel's Bankruptcy Counsel ---------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company, LLC, et al., to retain Hall Attorneys, P.C., as its general bankruptcy counsel. As reported in the Troubled Company Reporter on Jan. 24, 2012, the firm's rates for attorneys are $225 to $325 per hour and for non- attorneys $50 to $125 per-hour. The current hourly rate for Nicholas Hall and Ron Satija, the principal attorneys handling the Committee representation, is $325. To the best of the Committee's knowledge and based on the Hall Declaration, the firm has no connection with the Debtors, their creditors, any other party-in-interest, their respective attorneys or professionals, the United States Trustee or any person employed in the Office of the United States Trustee. The firm does not hold, or represent any entity having, an adverse interest in connection with the Debtors or their bankruptcy cases. About KLN Steel Products KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and Furniture by Thurston manufacture and market high quality furniture for multi-person housing facilities and packaged services for federal government offices and dormitory facilities. They have two manufacturing facilities. One is in San Antonio, Texas, which is consolidated and designed to accommodate high volume fabrication of standard and semi-custom steel furniture and case goods of high quality for colleges and universities, military quarters, and job corps centers, or wherever high quality, long life, low maintenance furniture is essential. The facility includes a manufacturing facility of more than 170,000 square feet capable of producing substantial projects on a timely basis. The second facility is located in Grass Valley, California, with more than 61,000 square feet dedicated to the manufacturing of wood furniture for military and university housing. KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-12855) on Nov. 22, 2011. Dehler (Case No. 11-12856) and Furniture by Thurston (Case No. 11-12858) filed on the same day. Judge Craig A. Gargotta oversees the case. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors' counsel. Horwood Marcus & Berk Chartered serves as their special counsel. Conway MacKenzie, Inc., serves as financial advisor. Each of the Debtors estimated assets and debts of $10 million to $50 million. San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011. Judge Gargotta oversees the case, taking over from Judge H. Christopher Mott. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as 4200 Pan Am's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Edward J. Herman, manager. 4200 Pan Am sought joint administration of its case with those of affiliates Dehler, Furniture By Thurston, and KLN. The Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company, LLC, et al., is represented by Hall Attorneys, P.C. The Committee tapped Navigant Consulting (PI), LLC as its financial advisor. KLN STEEL: Has Access to Cash Collateral Until April 30 ------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized KLN Steel Products Company LLC, et al.'s continued access to the cash collateral until April 30, 2012. The Debtors would use the cash collateral to fund the expenses incurred after the Petition Date. As adequate protection from diminution value of the lender's collateral, the Debtor will grant the lender a lien upon all of the prepetition collateral, all of the postpetition collateral and all accounts, subject to certain carve out expenses. A full-text copy of the order and the approved budget is available for free at: http://bankrupt.com/misc/KLNSTEEL_cashcoll_4thinterimorder.pdf In a separate filing, the Official Committee of Unsecured Creditors in the Chapter 11 case of the Debtors requested that the Court take notice of the Debtors' noncompliance and for other and further relief available at law or in equity. The Committee noted that the Debtors have failed to, among other things: -- provide the bank statements and shipping receipts; -- provide the borrowing base calculation, detailed A/R aging, and invoices every Tuesday and Friday as required by the Order, but only provided these on Feb. 10, 2012, upon threat of the filing of the notice. In addition, the Committee has learned that certain documents provided to the Bank were not provided to the Committee as required by the order. About KLN Steel Products KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and Furniture by Thurston manufacture and market high quality furniture for multi-person housing facilities and packaged services for federal government offices and dormitory facilities. They have two manufacturing facilities. One is in San Antonio, Texas, which is consolidated and designed to accommodate high volume fabrication of standard and semi-custom steel furniture and case goods of high quality for colleges and universities, military quarters, and job corps centers, or wherever high quality, long life, low maintenance furniture is essential. The facility includes a manufacturing facility of more than 170,000 square feet capable of producing substantial projects on a timely basis. The second facility is located in Grass Valley, California, with more than 61,000 square feet dedicated to the manufacturing of wood furniture for military and university housing. KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-12855) on Nov. 22, 2011. Dehler (Case No. 11-12856) and Furniture by Thurston (Case No. 11-12858) filed on the same day. Judge Craig A. Gargotta oversees the case. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors' counsel. Horwood Marcus & Berk Chartered serves as their special counsel. Conway MacKenzie, Inc., serves as financial advisor. Each of the Debtors estimated assets and debts of $10 million to $50 million. San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011. Judge Gargotta oversees the case, taking over from Judge H. Christopher Mott. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as 4200 Pan Am's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Edward J. Herman, manager. 4200 Pan Am sought joint administration of its case with those of affiliates Dehler, Furniture By Thurston, and KLN. The Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company, LLC, et al., is represented by Hall Attorneys, P.C. The Committee tapped Navigant Consulting (PI), LLC as its financial advisor. KLN STEEL: Horwood Marcus OK'd to Handle Corporate Matters ---------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized KLN Steel Products Company LLC, et al., to employ Horwood Marcus & Berk Chartered as their special counsel. As reported in the Troubled Company Reporter on Jan. 24, 2012, Horwood Marcus is expected to provide the Debtors with legal representation respecting general corporate matters, certain litigation matters to the extent necessary, conflict matters, and services as Registered Agent of the Debtors. Horwood Marcus was outside corporate counsel, litigation counsel and Registered Agent for and represented the Debtors prior to the filing of the Debtors' bankruptcy cases, and has been selected by the Debtors for the proposed postpetition engagement because of its expertise and familiarity with the Debtors' corporate and litigation matters. The rates of the attorneys in the Firm range from $215 an hour to $540 an hour. Horwood Marcus's paralegal rates range from $130 an hour to $150 an hour. The firm will seek reimbursement for necessary expenses. To the best of the Debtors' knowledge, Horwood Marcus does not hold any interest adverse to the Debtors or to the Debtors' bankruptcy estates. About KLN Steel Products KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and Furniture by Thurston manufacture and market high quality furniture for multi-person housing facilities and packaged services for federal government offices and dormitory facilities. They have two manufacturing facilities. One is in San Antonio, Texas, which is consolidated and designed to accommodate high volume fabrication of standard and semi-custom steel furniture and case goods of high quality for colleges and universities, military quarters, and job corps centers, or wherever high quality, long life, low maintenance furniture is essential. The facility includes a manufacturing facility of more than 170,000 square feet capable of producing substantial projects on a timely basis. The second facility is located in Grass Valley, California, with more than 61,000 square feet dedicated to the manufacturing of wood furniture for military and university housing. KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-12855) on Nov. 22, 2011. Dehler (Case No. 11-12856) and Furniture by Thurston (Case No. 11-12858) filed on the same day. Judge Craig A. Gargotta oversees the case. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors' counsel. Horwood Marcus & Berk Chartered serves as their special counsel. Conway MacKenzie, Inc., serves as financial advisor. Each of the Debtors estimated assets and debts of $10 million to $50 million. San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011. Judge Gargotta oversees the case, taking over from Judge H. Christopher Mott. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as 4200 Pan Am's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Edward J. Herman, manager. 4200 Pan Am sought joint administration of its case with those of affiliates Dehler, Furniture By Thurston, and KLN. The Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company, LLC, et al., is represented by Hall Attorneys, P.C. The Committee tapped Navigant Consulting (PI), LLC as its financial advisor. KLN STEEL: Navigant Consulting OK'd as Panel's Financial Advisor ---------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company LLC, et al., to retain Navigant Consulting (PI), LLC, as its financial advisor. To the best of the Committee's knowledge, Navigant does not represent any other entity having an adverse interest in connection with the case, and do not hold any interest adverse to the interests represented by the Committee. About KLN Steel Products KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and Furniture by Thurston manufacture and market high quality furniture for multi-person housing facilities and packaged services for federal government offices and dormitory facilities. They have two manufacturing facilities. One is in San Antonio, Texas, which is consolidated and designed to accommodate high volume fabrication of standard and semi-custom steel furniture and case goods of high quality for colleges and universities, military quarters, and job corps centers, or wherever high quality, long life, low maintenance furniture is essential. The facility includes a manufacturing facility of more than 170,000 square feet capable of producing substantial projects on a timely basis. The second facility is located in Grass Valley, California, with more than 61,000 square feet dedicated to the manufacturing of wood furniture for military and university housing. KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-12855) on Nov. 22, 2011. Dehler (Case No. 11-12856) and Furniture by Thurston (Case No. 11-12858) filed on the same day. Judge Craig A. Gargotta oversees the case. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors' counsel. Horwood Marcus & Berk Chartered serves as their special counsel. Conway MacKenzie, Inc., serves as financial advisor. Each of the Debtors estimated assets and debts of $10 million to $50 million. San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011. Judge Gargotta oversees the case, taking over from Judge H. Christopher Mott. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as 4200 Pan Am's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Edward J. Herman, manager. 4200 Pan Am sought joint administration of its case with those of affiliates Dehler, Furniture By Thurston, and KLN. The Official Committee of Unsecured Creditors in the Chapter 11 cases of KLN Steel Products Company, LLC, et al., is represented by Hall Attorneys, P.C. The Committee tapped Navigant Consulting (PI), LLC as its financial advisor. KRATOS DEFENSE: S&P Lowers Corporate Credit Rating to 'B' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based Kratos Defense & Security Solutions Inc. to 'B' from 'B+'. "At the same time, Standard & Poor's lowered the issue rating on the unsecured notes one notch to 'B' from 'B+'. The recovery rating remains '4', indicating an expectation that noteholders would receive average recovery (30%-50%) following a payment default," S&P said. "'Kratos' credit metrics have improved less than we expected following two large debt-financed acquisitions in 2011 because earnings were lower than we had forecast," said Standard & Poor's credit analyst Chris Mooney. "We believe the company will eventually receive some previously delayed orders in the coming months, but overall demand will be less than we originally anticipated for this year because of shifting industry conditions," he added. "The stable long-term rating outlook reflects Standard & Poor's expectation that contributions from recent acquisitions should enable Kratos to restore credit protection measures to levels more in line with the rating over the next year," S&P said. "Kratos' financial risk profile is 'highly leveraged' under Standard & Poor's criteria because of its high debt and aggressive acquisitions, which is tempered by good free cash flow generation. The 'weak' business risk profile assessment incorporates Kratos' modest size compared with some competitors and exposure to possible changes in defense spending priorities, partially offset by good program and customer diversity," S&P said. "The late signing of the fiscal 2012 defense budget and increasing competition, mainly in its services business, disrupted orders for Kratos' products and services, and pressure on future U.S. defense budgets may hurt future demand. Revenues and earnings likely will increase significantly in 2012 because of the acquisitions the company made last year, but only modest organic growth is likely given the significant amount of uncertainty that surrounds the U.S. defense budget," S&P said. LARSON LAND: Files for Chapter 11 in Boise ------------------------------------------ Ontario, Oregon-based Larson Land Company, LLC, filed a bare-bones Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise, Idaho, on April 12, 2012. The Debtor has filed an application to employ Brent T. Robinson, Esq., and Kelly Arhtur Anthon, Esq., of the law firm of Robinson, Anthon & Tribe as attorneys. According to a court filing, the attorneys will assist Debtor in preparing a Disclosure Statement and Chapter 11 Plan for Reorganization, and assist the Debtor in all other activities necessary to carry out its duties and responsibilities as debtor in possession in a Chapter 11 bankruptcy. It also filed a request to employ Daniel G. Smith as accountant. Larson Land estimated assets of up to $100 million and debts of up to $500 million. According to the list of largest unsecured creditors, ConAgra Foods Inc., has a $41.6 million unsecured claim. LIBORIO MARKET: Files for Chapter 11 in Los Angeles --------------------------------------------------- Pasadena, California-based Liborio Market, Inc., along with seven affiliates, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-23254) in Los Angeles on April 13, 2012. The Debtors, doing business as Liborio Markets, are required to submit their schedules of assets and liabilities, statements of financial affairs, and other incomplete filings by April 27, 2012. The Debtors are represented by David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles. Liborio, founded in 1965, operates a chain of supermarkets that retails meat products, seafood, poultry goods, fresh fruits, vegetables, fresh baked bakery goods, prepared foods, and private label products. The company has stores in Los Angeles, Maywood, and Ontario, California; Las Vegas, Nevada; and Commerce City, Aurora, Colorado Springs, and Thornton, in Colorado. LUMBER PRODUCTS: Hiring Sussman Shank as Chapter 11 Attorneys ------------------------------------------------------------- Lumber Products seeks Bankruptcy Court permission to employ the firm Sussman Shank LLP as its attorneys to provide professional services in connection with the administration of the Chapter 11 case. Robert L. Carlton, Esq., at Sussman Shank LLP, disclosed payments received from the Debtor or a third party for services rendered on the Debtor's behalf: 02/14/12 $38,452 which included payment of $3,452 from November 2011 billings and $35,000 retainer; 02/27/12 Payment of $831; 03/20/12 Retainer applied $17,085; 04/10/12 Retainer of $40,000; 04/11/12 Balance of retainer 57,915 and current billings due approximately $36,222; Retainer applied to fees of roughly $36,222. The firm attests that it has no connection with the Debtor's creditors or any other adverse party or its attorneys, except that: -- it represented Wachovia Bank on several matters unrelated to Lumber Products. Two of those matters remain open. Wells Fargo acquired Wachovia and Sussman Shank is finishing the representation in those two matters; -- it represents Federal Express Ground on unrelated matters involving environmental issues; -- it represents NACM on unrelated collection matters. About Lumber Products 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. It has headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products is the sole owner of Lumber Products Holding and Management Company. Holdco is the sole owner of: Lumber Products Holding and Management Company; Sunrise Wood Products, Inc.; Lumber Products Washington, Inc.; Components & Millwork, Inc.; Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and Brady International Hardwoods Company. 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 Bank'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. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012, listing under $50 million in assets and debts. Judge Elizabeth L. Perris presides over the case. The petition was signed by Craig Hall, president and chief operating officer. Wells Fargo is represented by Lane Powell PC. LUMBER PRODUCTS: Sec. 341 Creditors' Meeting Set for May 15 ----------------------------------------------------------- The U.S. Trustee in Portland, Oregon, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Lumber Products on May 15, 2012, at 8:30 a.m. at UST1, US Trustee's Office, in Portland, Rm 223. Proofs of claim are due in the case by Aug. 13, 2012. About Lumber Products 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. It has headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products is the sole owner of Lumber Products Holding and Management Company. Holdco is the sole owner of: Lumber Products Holding and Management Company; Sunrise Wood Products, Inc.; Lumber Products Washington, Inc.; Components & Millwork, Inc.; Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and Brady International Hardwoods Company. 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 Bank'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. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012, listing under $50 million in assets and debts. Judge Elizabeth L. Perris presides over the case. The petition was signed by Craig Hall, president and chief operating officer. Wells Fargo is represented by Lane Powell PC. MARKETING WORLDWIDE: Issues 90,000 Series D Preferred Stock ----------------------------------------------------------- Marketing Worldwide Corporation, On April 12, 2012, issued 90,000 shares of its Series D Super Voting Preferred Stock to four persons, valued at $.10 per share. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed. The four persons holding majority voting power of the Company took action by written consent to increase the authorized capital stock of the Company to consist of 910,000,000 of which stock 900,000,000 shares of the par value of $.001 each will be common stock and of which 10,000,000 shares of the par value of $.001 each will be preferred stock. On April 11, 2012, Marketing Worldwide created a series of Preferred Stock named the "Series D Super Voting Preferred Stock" out of the shares of the Company's preferred stock, par value $0.001 per share, authorized in Section 4 of the Company's Certificate of Incorporation. The Series D Super Voting Preferred Stock consists of 1,000,000 authorized shares. Holders of the Preferred Stock will be entitled to vote with the Company's common stockholders. Holders of the Preferred Stock have 10,000 votes per share when voting on matters with the Company's common stockholders. About Marketing Worldwide Based in Howell, Michigan, Marketing Worldwide Corporation operates through the holding company structure and conducts its business operations through its wholly owned subsidiaries Colortek, Inc., and Marketing Worldwide, LLC. Marketing Worldwide, LLC, is a complete design, manufacturer and fulfillment business providing accessories for the customization of vehicles and delivers its products to large global automobile manufacturers and certain Vehicle Processing Centers primarily in North America. MWW operates in a 23,000 square foot leased building in Howell Michigan. Colortek, Inc., is a Class A Original Equipment painting facility and operates in a 46,000 square foot owned building in Baroda, which is in South Western Michigan. MWW invested approximately $2 million into this paint facility and expects the majority of its future growth to come from this business. The Company's balance sheet at Dec. 31, 2011, showed $1.50 million in total assets, $7.90 million in total liabilities, $3.50 million in Series A convertible preferred stock, and a $9.90 million total stockholders' deficiency. The Company reported a net loss of $2.27 million for the year ended Sept. 30, 2011, compared with a net loss of $2.34 million during the prior year. For the year ended Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2011 financing results. The independent auditors noted that the Company has generated negative cash flows from operating activities, experienced recurring net operating losses, is in default of loan certain covenants, and is dependent on securing additional equity and debt financing to support its business efforts. MARKWEST ENERGY: Moody's Issues Summary Credit Opinion ------------------------------------------------------ Moody's Investors Service issued a summary credit opinion on MarkWest Energy Partners, LP and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or ratings rationale for MarkWest. Moody's current ratings for MarkWest and its affilate are: MarkWest Energy Partners, L.P. LT Corporate Family Ratings (domestic currency) Rating of Ba2 Probability of Default Rating of Ba2 Speculative Grade Liquidity Rating of SGL-3 Senior Unsecured (domestic currency) Rating of Ba3 LGD Senior Unsecured (domestic currency) Assessment of 63 - LGD4 BACKED Senior Unsecured (domestic currency) Rating of Ba3 BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Ba3 BACKED Subordinate Shelf (domestic currency) Rating of (P)B1 LGD BACKED Senior Unsecured (domestic currency) Assessment of 63 - LGD4 MarkWest Energy Finance Corporation BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Ba3 BACKED Subordinate Shelf (domestic currency) Rating of (P)B1 Ratings Rationale MarkWest's Ba2 Corporate Family Rating (CFR) is supported by the scale and diversification of its midstream natural gas assets. MarkWest has a leading market position in the Granite Wash, and the Woodford and Marcellus Shales. In these areas, the partnership has long-term contracts with some of the larger and more active producers. Historically, expansion projects have been funded with a mix of debt and equity which has contributed to a decline in leverage ratios. Expectations for continuing EBITDA growth from these projects, and careful balance sheet management, support the Ba2 CFR. Looking forward, MarkWest's rating will be influenced by continuing improvements in the partnership's financial profile tempered by its exposure to commodity prices and the risks inherent in the MLP business model which encompasses aggressive growth targets and high distribution payout ratios. The stable outlook assumes that MarkWest will maintain leverage around 3.7x and will continue to use the capital markets to fund its growth capital expenditures. The ratings could be upgraded if the partnership materially grows its asset base and cash flow generation capabilities, reduces and sustains its leverage below 3.5x, or significantly increase the proportion of its cash flow derived from fee-based contracts. While there is positive ratings momentum, MarkWest's rating could be pressured by leverage north of 4.5x due to deteriorating operating performance, a material leveraging transaction, or weakness in liquidity. The principal methodology used in rating MarkWest was the Global Midstream Energy Industry Methodology published in September 2010. MASTER SILICON: Child Van Wagoner Raises Going Concern Doubt ------------------------------------------------------------ Master Silicon Carbide Industries, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial doubt about Master Silicon Carbide Industries' ability to continue as a going concern. The independent auditor noted that the Company has cash flow constraints, an accumulated deficit, and has suffered recurring losses from operations. The Company reported a net loss of $3.14 million of $15.94 million of revenues for 2011, compared with net income of $232,979 on $12.95 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.97 million in total assets, $11.15 million in total liabilities, $10.00 million of Redeemable Preferred Stock-A, $10.00 million of Redeemable Preferred Stock-B, and a stockholders' deficit of $3.18 million. A copy of the Form 10-K is available for free at: http://is.gd/0Vz2NW Located in Lakeville, Connecticut, Master Silicon Carbide Industries, Inc., through its indirectly wholly-owned operating subsidiary Yili Master Carborundum Production Co., Ltd. ("Yili China"), manufactures and sells in China mostly high quality "green" silicon carbide and some lower-quality "black" silicon carbide, a non-metallic compound that is widely used in industries such as semiconductors, solar energy, ceramics, abrasives and optoelectronics. MEDIA 8: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Media 8 Entertainment 1689 Morning Sun Lane Naples, FL 34119 Bankruptcy Case No.: 12-05625 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Gregory A. Champeau, Esq. JOHNSTON CHAMPEAU, LLC P.O. Box 1000 Fort Myers, FL 33902 Tel: (239) 600-6200 Fax: (877) 727-4513 E-mail: gregory.champeau@jcbizlaw.com Scheduled Assets: $9,302,600 Scheduled Liabilities: $8,577,207 A copy of the Company's list of its 19 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-05625.pdf The petition was signed by Thomas E. Murphy, president & CEO. MEDYTOX SOLUTIONS: Peter Messineo Raises Going Concern Doubt ------------------------------------------------------------ Medytox Solutions, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. Peter Messineo, CPA, in Palm Harbor, Florida, expressed substantial doubt about Medytox Solutions' ability to continue as a going concern. The independent auditor noted that the Company has an accumulated deficit and negative cash flows from operations, and additionally, there is certain litigation involving a consolidated entity which is unresolved. The Company reported net income of $92,701 of $3.99 million of revenues for 2011, compared with a net loss of $327,041 on $77,591 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.93 million in total assets, $5.13 million in total liabilities, and a stockholders' deficit of $1.19 million. A copy of the Form 10-K is available for free at: http://is.gd/ISHmvU West Palm Beach, Florida-based Medytox Solutions, Inc., formerly Casino Players, Inc., is a provider of laboratory services specializing in providing blood and urine drug toxicology to physicians, clinics and rehabilitation facilities in the United States. METAL STORM: Has $350,000 Subscription Agreement with Luxinvest --------------------------------------------------------------- Metal Storm Limited has entered into a subscription agreement with Luxinvest Capital Advisors S.A. of Luxembourg. The subscription agreement is for an investment of $350,000 in exchange for ordinary shares at an issue price of $0.0008 per share. The Company continues to pursue further capital investment in order to complete its product portfolio and enter into volume production. It is also continuing to seek opportunities to improve its capital structure through appropriate capital reorganization. Metal Storm proposes to issue 111,111,111 ordinary shares pursuant to a convertible security agreement. In addition, Metal Metal Storm proposes to issue 55,555,555 ordinary shares pursuant to a convertible security agreement. Shareholders of Metal Storm have approved these resolutions at the General Meeting: (1) The previous the previous issue of 344,444,443 Shares at an issue price of A$0.0009 to Andrew Doyle; (2) The previous issue of 10,000,000 Doyle Convertible Securities at an issue price of A$0.010 to Andrew Doyle; and (3) The issue of up to 500,000,000 shares to Dutchess under a Line Agreement. About Metal Storm Headquartered in Darra, Queensland, Australia, Metal Storm Limited is a defense technology company with offices in Australia and the United States. It specializes in the research, design, development and integration of projectile launching systems utilizing its "electronically initiated / stacked projectile" technology for use in the defense, homeland security, law enforcement and industrial markets. The Company reported a loss of A$6.03 million on A$1.31 million of revenue in 2011, compared with a loss of A$8.93 million on A$3.34 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed A$1.08 million in total assets, A$21.07 million in total liabilities and a A$19.99 million total deficiency. PricewaterhouseCoopers noted that the group incurred a loss for the year ended Dec. 31, 2011 and, as of that date, the group's net liabilities totalled A$19,991,687. These conditions, along with other matters, indicate the existence of material uncertainty that may cast significant doubt about the group's ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. METAL STORM: Incurs A$6 Million Loss in 2011 -------------------------------------------- Metal Storm Limited and its subsidiaries filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a loss of A$6.03 million on A$1.31 million of revenue in 2011, compared with a loss of A$8.93 million on A$3.34 million of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed A$1.08 million in total assets, A$21.07 million in total liabilities and a A$19.99 million total deficiency. PricewaterhouseCoopers noted that the group incurred a loss for the year ended Dec. 31, 2011 and, as of that date, the group's net liabilities totalled A$19,991,687. These conditions, along with other matters, indicate the existence of material uncertainty that may cast significant doubt about the group's ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. A copy of the annual report is available for free at: http://is.gd/4PGldW About Metal Storm Headquartered in Darra, Queensland, Australia, Metal Storm Limited is a defense technology company with offices in Australia and the United States. It specializes in the research, design, development and integration of projectile launching systems utilizing its "electronically initiated / stacked projectile" technology for use in the defense, homeland security, law enforcement and industrial markets. MF GLOBAL: Court Permits Insurers to Pay D&O Defense Costs ---------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York lifted the automatic stay to permit MFG Assurance Company Limited and U.S. Specialty Insurance Company to reimburse or advance defense costs on behalf of present or former directors, officers and employees of the Debtors (i) that have been named as defendants in class action lawsuits in multiple federal and state courts, or (ii) in connection with ongoing investigations. The policies at issue are all "wasting policies," that is every dollar spent of policy proceeds is one less dollar available to cover claims, that potentially provide direct coverage for the Debtors and the Individual Insureds, Judge Glenn stated. During an April 2 hearing, the Bankruptcy Court was advised that lawyers have so far submitted claims for reimbursement or advancement of legal fees and expenses totaling $8.3 million. "Because the Court concludes that reasonable defense costs should be paid on behalf of the Individual Insureds whether or not the policy proceeds are property of the estates, the Court need not resolve at this time the issue whether policy proceeds are property of the Debtors' estates," Judge Glenn said. Assuming that the Debtors do have an interest in the proceeds of the Policies, MFG Assurance and U.S. Specialty have adequately shown that cause exists to lift the automatic stay to permit reimbursement of the Individual Insureds' defense costs pursuant to the Policies, Judge Glenn held. At the April 2 hearing, the Debtors informed the Bankruptcy Court that they will not be indemnifying any of the Individual Insureds and will thus not seek coverage from the Specialty Policies for indemnification. "At this time, the Individual Insureds' need far outweighs the Debtors' hypothetical or speculative need for coverage," Judge Glenn opined. "Lifting the automatic stay to permit U.S. Specialty to advance defense costs on behalf of the Individual Insureds would not severely prejudice the Debtors' estates. But failure to do so would significantly injure the Individual Insureds, whose defense costs are covered by the Specialty Policies." The Bankruptcy Court also recognized that, in essence and at their core, the MFGA Policies "were obtained for the protection of" the Individual Insureds and are "not a vehicle for corporate protection." "The Individual Insureds have a present necessity for the benefit of their contractual rights notwithstanding the Debtors' bankruptcy and liquidation cases. Although MFGI's commodity customers have unquestionably suffered severe financial harm, accusations of misconduct provide no basis for denying the Individual Insureds insurance protection under the MFGA Policies," Judge Glenn determined. The Bankruptcy Court also found that the New York Insurance Law requires that U.S. Specialty and MFG Assurance abide by the terms of the Policies, notwithstanding any other provision of the Bankruptcy Code. The customer objectors, some of whom are also the plaintiffs in the underlying cases, can prosecute their cases against the Individual Insureds without the constraints of the automatic stay, the bankruptcy judge noted. The Bankruptcy Court also found that commodity customers of MFGI have standing to raise the issues presented in the MFG Assurance and Specialty Motion. Because the Policies are wasting policies, payment of defense costs will decrease funds available to be paid to creditors of MFGH, including tort claims, to the extent MFGH has an interest in the proceeds of the Policies, Judge Glenn held. The bankruptcy judge however clarified that his finding of standing is limited to the particular motions addressed. Notably, "some of the motions and objections that have been brought by MFGI's customers in MFGH's Chapter 11 cases lack any basis in the law and have only saddled MFGH's estates with the burden of paying increased and unwarranted attorneys' fees and costs, and expenses," the bankruptcy judge commented. The Bankruptcy Court also directs counsel for the SIPA Trustee, Chapter 11 Trustee, MFG Assurance, and U.S. Specialty to meet and confer on procedures for monitoring expenditures subject to protection of the attorney-client privilege, with disclosure limited to the insurers, the SIPA Trustee, the Chapter 11 Trustee, and the MFGH Creditors Committee. If counsel cannot resolve this issue, the SIPA Trustee and Chapter 11 Trustee should schedule a hearing on the matter. At the April 2 hearing, Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, in New York, counsel for the Chapter 11 Trustee, said the insurance proceeds at issue total $375 million, Bloomberg News relayed. About 21 lawsuits filed against MF Global executives are expected to be consolidated, the report noted. In light of the total amount of insurance available, the Bankruptcy Court finds that a "soft cap" of $30 million for defense costs of the Individual Insureds is appropriate at this time, subject to further adjustment either by agreement among the SIPA Trustee, Chapter 11 Trustee, MFG Assurance, and U.S. Specialty, or further Court order. The Bankruptcy Court thus found cause exists to lift the automatic stay, subject to the entry of the appropriate orders. A full-text copy of the memorandum opinion dated April 10, 2012 is available for free at: http://bankrupt.com/misc/MFGlobal_Apr10DefenseCostsOpinion.pdf Before entry of the opinion, the Bankruptcy Court held a briefing and considered various filings regarding the MFG Assurance Stipulation and U.S. Specialty Lift Stay Motion. MFG Assurance Stipulation Timeline (1) The Chapter 11 Trustee and MFG Assurance filed with the Bankruptcy Court supporting memoranda for the MFG Assurance Stipulation. The SIPA Trustee filed a statement with respect to the stipulation. Counsel to the Chapter 11 Trustee, Adam A. Lewis, Esq., at Morrison & Foerster LLP, in New York, insisted that the directors and officers' inability to defend properly the lawsuits brought against them could result in the entry of judgments that could have an even greater adverse impact on the Debtors' estates should those judgments result in the assertion of new or additional claims against the Debtors' estates. MFG Assurance said it provided the Objectors with the Policies for all three policy years and a current list of open claims, available for free at: http://bankrupt.com/misc/MFGAssuranceOpenClaims.pdf John Oliver Heyliger, managing director of Willis Management Limited and director of MFG Assurance, disclosed that the insurance company also circulated, in accordance with direction from the Court and following agreement with the Chapter 11 Trustee, a proposed consent order designed to permit payment of defense costs under the Policies for Year One and Year Two. MFG Assurance is represented by: Ken Coleman, Esq. Stephen Doody, Esq. Andrew Dove, Esq. ALLEN & OVERY LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 610-6300 Facsimile: (212) 610-6399 E-mail: ken.coleman@allenovery.com stephen.doody@allenovery.com andrew.dove@allenovery.com The SIPA Trustee said he does not oppose payment of some reasonable and necessary defense costs under the Policies. The SIPA Trustee however reserved his right to file claims for which the D&O Policy would provide coverage, providing the SIPA Trustee an interest in the proceeds of the D&O Policy to the extent he does not already possess such an interest. (2) On Feb. 9, 2012, the Bankruptcy Court held a briefing to consider the MFG Assurance Stipulation. The Bankruptcy Court also determined that the MFG Assurance Stipulation and U.S. Specialty's Lift Stay Motion present similar issues and warrant a consolidated hearing. (3) The Bankruptcy Court also signed a consent order agreed to among the Chapter 11 Trustee, MFG Assurance and the objecting commodity customers, who are plaintiffs in class actions against some of the Debtors' officers. By the consent order, the parties agreed that the Policies are property of MFGH's Chapter 11 estate, without prejudice to the Bankruptcy Court's determination as to the use of the proceeds of the Policies. MFG Assurance may pay or reimburse, in accordance with the Policies, any defense costs incurred in relation to certain claims, a schedule of which is available for free at: http://bankrupt.com/misc/MFGlobal_ConsentOrderClaims.pdf (4) Notwithstanding entry of the Consent Order, the parties disputed whether the proceeds of the policies are property of the Debtors. Customer Objectors further opposed the MFG Assurance Stipulation while the Lead Plaintiffs, the Chapter 11 Trustee and MFG Assurance responded to the objections. In a renewed objection, Henning-Carey Proprietary Trading, et al., insisted that the $120,000,000 in policy proceeds which cover the MFGI Commodity Customer claims should be maintained and preserved for their exclusive benefit. Indeed, Sapere Wealth Management, LLC; Granite Asset Management and Sapere CTA Fund, L.P. complained that MFG Assurance presently owes MFGI's commodities customers because they already sustained out-of-pocket damages "from MFGI's wrongful acts that far exceed the policies combined limits of $120,000,000." Sapere also asserted that the Policies do not c over the securities class actions. In response to Sapere, the Virginia Retirement System and Her Majesty the Queen in Right of Alberta emphasized that the MFG Assurance Stipulation does not seek to determine the precise scope of coverage under the Policies. The Lead Plaintiffs asserted that it is premature to determine this issue at this time. The parties are lead plaintiffs in the securities class litigation styled In re MF Global Holdings Limited Securities Litigation before the U.S. Bankruptcy Court for the Southern District of New York. The Lead Plaintiffs are represented by: John H. Drucker, Esq. Laurence May, Esq. Jill B. Bienstock, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. 900 Third Avenue, 16th floor New York, NY 10022 Tel: (212) 752-8000 Fax: (212) 646-7923 E-mail: jdrucker@coleschotz.com - and - Salvatore J. Graziano, Esq. BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 554-1538 Fax: (212) 554-1444 E-mail: sgraziano@blbglaw.com - and - Jonathan M. Plasse, Esq. LABATON SUCHAROW LLP 140 Broadway New York, NY 10005 Tel: (212) 907-0863 Fax: (212) 883-7063 E-mail: jplasse@labaton.com The Chapter 11 Trustee complained that the Objectors are asking the Bankruptcy Court to leapfrog the judicial process by prematurely assuming both the insured entities' liability for their alleged damages and MFG Assurance's contractual obligation to indemnify them for those damages under the MFG Assurance 2011 to 2012 Policies. The Objectors "ignore the primacy of the individual non-debtor insureds' present contractual right to access policy proceeds over the MFGI commodity customers' contingent, prospective interest in those proceeds," the Chapter 11 Trustee maintained. The Objectors also do not have standing to object to the MFG Assurance Stipulation as they do not possess a direct pecuniary interest in the policies or the proceeds, or they attempt to assert the rights of MFGI, which should be asserted by the SIPA Trustee, the Chapter 11 Trustee added. MFG Assurance contended, "Sapere in particular exhibits a misconception that the Policies function like a cash machine activated by the mere notice of a claim, a notion contradicted by a basic understanding of the Policies and unsupported by legal authority." MFG Assurance sought to clarify that the Policies should operate as intended, and in accordance with usual insurance practices. Pro se creditor Susan Levy, Esq., asked the Bankruptcy Court to approve the MFG Assurance Stipulation in a modified form to protect the insurance proceeds requiring court approval of every payment made under the policy and referring any disputes to either New York State Court or Bankruptcy Court. U.S. Specialty Lift Stay Motion Timeline (1) The Chapter 11 Trustee, the Lead Plaintiffs, and Sapere filed responses to U.S. Specialty's Motion. In response to the U.S. Specialty Motion, the Chapter 11 Trustee believes that even if the proceeds of the subject directors' and officers' policies were deemed to be property of the Debtors' estates, cause exists for lifting the automatic stay to allow for the advancement and payment of defense costs. The officers and directors who are the subject of the investigations and litigations for which coverage has been sought from U.S. Specialty are incurring significant costs in connection with those pending and threatened proceedings, the Chapter 11 Trustee asserted. The Lead Plaintiffs in the Securities Litigation said they do not object to the Lift Stay Motion to the extent it seeks (a) relief from the Automatic Stay to "to the extent applicable" to advance or pay under the two insurance policies identified in the Lift Stay Motion, and (b) the entry of the order appended to the Lift Stay Motion. Lead Plaintiffs otherwise reserved all rights to be heard to the extent the relief sought, including the proposed order, is proposed to be modified in any way, or which may otherwise affect the rights and interests of the Lead Plaintiffs and the Class. Sapere and members of the Representative Customer Group insisted that the proceeds of each Policy should be preserved and used to, among other things, pay off liabilities of MF Global Holdings' estate and satisfy customer claims, and not dissipated in the defense of former directors and officers sued for allegations of unlawful conduct. "For all intents and purposes, MF Global, MFGI and Senior Management stole customers' funds for their own uses," the Representative Customer Group alleged. (2) In response, U.S. Specialty asserts that the objections filed by the MFGI customers do not justify denying the individual insureds access to the Policies to pay their defense costs in connection with the pending lawsuits and investigations. Counsel to U.S. Specialty, Brett D. Goodman, Esq., at Troutman Sanders LLP, in New York, maintained that the Debtors' interest in the policy is limited by its contractual provisions including a priority advancement and payment obligations contained in those policies. In light of the SIPA Trustee's statement regarding the MFG Assurance issue, U.S. Specialty says it is agreeable to periodic disclosures to appropriate parties of the total amount paid under the Policies. 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 HSBC Bank Settlement ---------------------------------------------- Judge Martin Glenn approved a settlement and compromise reached by 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, with HSBC Bank USA, National Association, and Jason Fane regarding the ownership and distribution of physical property. Pursuant to Rule 41(a) of the Federal Rules of Civil Procedure, the interpleader complaint will be deemed dismissed upon this order becoming final and non-appealable. By way of the interpleader action, HSBC asked that the Court adjudicate the competing claims of Mr. Fane and the SIPA Trustee with respect to five gold bars and 15 silver bars being held by HSBC in connection with eight COMEX contracts entered into between Mr. Fane and MF Global Inc. In light of the stipulated facts, the Settlement Agreement clearly falls within the range of reasonableness described in In re W.T. Grant, Co., 699 F.2d 599 and complies with the In re Iridium Operating LLC factors, as applicable, Judge Glenn held in an accompanying memorandum. The bankruptcy judge acknowledged that the Settlement Agreement will resolve all claims among the parties related to five gold bars and 15 silver bars and will save the costs of further litigation. The Court is also satisfied that the Settlement Agreement is the result of arm's-length negotiations and good faith dealings among the parties, Judge Glenn opined. A full-text copy of memorandum opinion dated March 7, 2012, is available for free at: http://bankrupt.com/misc/MFGlobal_Mar7HSBCPactOpinion.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: Schedules Filing Further Extended to May 18 ------------------------------------------------------ Judge Martin Glenn extended to May 18, 2012, the deadline for Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings Ltd. and its affiliates, to file the Debtors' schedules of assets and liabilities and statements of financial affairs. The Chapter 11 Trustee asked for further extension of the April 18 deadline, citing the filing of the additional debtors in December 2011 and March 2012, coupled with enormity and complexity of the Debtors' Chapter 11 organization structure and the need to coordinate efforts with other estates domestically and abroad. 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: Ch. 11 Trustee Proposes Covington as Insurance Counsel ----------------------------------------------------------------- Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings Ltd. and its affiliates, seeks the Bankruptcy Court's permission to employ Covington & Burling LLP as their special insurance counsel, nunc pro tunc to November 28, 2012. As the Chapter 11 Trustee's special counsel, Covington will: (a) provide legal analysis and advice concerning the Chapter 11 Trustee's rights and obligations with respect to the captive insurance subsidiary MFG Assurance Company Limited, and policies issued to the Debtors by MFGA; (b) review claims asserted under outstanding insurance policies and insurers' responses to such claims, and advise the Chapter 11 Trustee with respect to such claims; (c) represent the Chapter 11 Trustee in these proceedings with respect to matters involving the scope or availability of insurance coverage or entitlement to proceeds under the policies; and (d) confer with and assist when appropriate the Chapter 11 Trustee's bankruptcy counsel concerning insurance coverage issues within the scope of Covington's special expertise, and pursue potential claims for indemnification or reimbursement under such policies on behalf of the Chapter 11 Trustee. Covington will be paid according to its professionals' customary hourly rates. The firm's customary hourly rates range: $600 to $965 for partners; $600 per hour to $965 for "of counsel;" $280 to $595 for associates; and $200 to $360 for paraprofessionals. These professionals are presently expected to have primary responsibility for providing services to the Chapter 11 Trustee: Name Title Rate per Hour ---- ----- ------------- Dianne Coffino Partner $890 P. Benjamin Duke Partner $825 David A. Goodwin Partner $795 Anthony J. Sun Associate $475 Covington will also be reimbursed for expenses to be incurred. P. Benjamin Duke, Esq., at Covington & Burling LLP, in New York -- pbduke@cov.com -- discloses that the Debtors owe the firm $114,275 for services rendered before October 31, 2011. He further discloses that certain parties-in-interest are or may be current or former Covington clients, in matters in which those clients or affiliates are adverse to the Chapter 11 Trustee, the Debtors, or their estates. A schedule of the clients is available for free at: http://bankrupt.com/misc/MFGlobal_CovingtonClients.pdf Notwithstanding those disclosures, Mr. Duke maintains that Covington is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Chapter 11 Trustee Delineates Covington's and Pepper Hamilton's Services The Chapter 11 Trustee filed with the Court a declaration to distinguish the duties relating to insurance issues provided by Covington and those services provided by Pepper Hamilton LLP. The Chapter 11 Trustee relates that Covington will provide guidance to him on all issues related to the Policies, including the insurance policies issued by MFG Assurance, MF Global's captive insurance subsidiary and the reinsurance Policies entered into by MFG Assurance. In contrast, the Chapter 11 Trustee retained Pepper to provide these services: (a) Tax issues including: tax audits and refunds; affiliates (including off-shore captive insurance company); and employee benefit issues related to tax and matters under the Employee Retirement Income and Security Act and insurance matters affecting the estates including off- shore captive insurance company, directors and officers insurance and errors and omissions insurance; (b) WARN Act Litigation matters pending in the United States Bankruptcy Court for the Southern District of New York, in Green et al. v. MF Global Holdings Ltd., Adv. Case No. 11- 0291 (MG) and Thielmann et al. v. MF Global Holdings Ltd. et al., Adv. Case No. 11-2880 (MG) and insurance litigation related to insurance claims, defenses and indemnities; (c) Advice regarding miscellaneous real estate issues involving leases, furniture, fixture and equipment relating to Debtors' relocation and employment issues affecting the operation of the remaining business of the Debtors' estates; (d) Any matters as to which Morrison & Foerster has a conflict involving JP Morgan Chase, Bank of America or UBS, A.G. and their affiliates; (e) Appear before the Court and represent the Chapter 11 Trustee's interests with respect to the matters for which Pepper has been engaged; and (f) Perform all other necessary legal services and providing all other necessary legal advice to the Chapter 11 Trustee in connection with those matters for which Pepper Hamilton has been engaged. As part of those services, Pepper provided the Chapter 11 Trustee with guidance related to "day-to-day" insurance-type issues related to employee benefits, including any WARN act litigation and workers' compensation claims. Pepper will continue to provide such services to the Chapter 11 Trustee. To avoid any inference that services have or will be duplicated, the Chapter 11 Trustee has submitted a proposed supplemental order, updating the services provided by Pepper. A full-text copy of the proposed supplemental order is available for free at http://bankrupt.com/misc/MFGlobal_PropSuppPepperOrd.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) MINT LEASING: M&K CPAs Raises Going Concern Doubt ------------------------------------------------- The Mint Leasing, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt about The Mint Leasing's ability to continue as a going concern. The independent auditors noted that the Company has a significant amount of debt due within the next 12 months. "The Company has historically been successful at renegotiating their loans and renewing such loans. If the Company is not successful in obtaining renewals or renegotiating its loans these matters raise substantial doubt about its ability to continue as a going concern." The Company reported a net loss of $1.61 million on $10.77 million of revenues for 2011, compared with a net loss of $4.17 million on $11.99 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $25.61 million in total assets, $24.67 million in total liabilities, and stockholders' equity of $939,457. A copy of the Form 10-K is available for free at: http://is.gd/gesqfT Houston, Texas-based The Mint Leasing, Inc., is in the business of leasing automobiles and fleet vehicles throughout the United States. Mint Leasing has partnerships with more than 500 dealerships within 17 states. MOUNTAIN PROVINCE: To Hold Special Meeting on April 25 ------------------------------------------------------ A special meeting of the shareholders of Mountain Province Diamonds Inc. will be held at the offices of Fraser Milner Casgrain LLP at 77 King Street West, Suite 400, Toronto, ON M5K 0A1 on April 25, 2012, at 4:00 pm (Toronto time) for these purposes: (1) To consider and, if thought fit, to pass, with or without variation, a Special Resolution approving an arrangement pursuant to section 182 of the Business Corporations Act (Ontario) among MPD, its shareholders, and its wholly-owned subsidiary, Kennady Diamonds Inc., which will involve certain exchanges of securities resulting in MPD distributing the common shares of KDI held by MPD which comprise all of the outstanding shares of KDI, to shareholders of MPD, as more fully described in the accompanying Information Circular; (2) To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption by KDI of a rolling 10% Stock Option Plan, subject to regulatory acceptance; and (3) To transact such further or other business as may properly come before the Meeting and any adjournments thereof. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit (the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company also reported a net loss of C$6.68 million for the nine months ended Sept. 30, 2011, compared with a net loss of C$7.39 million for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed C$69.93 million in total assets, C$7.51 million in total liabilities, and C$62.42 million in total shareholders' equity. * * * In its Management's Discussion and Analysis of the Company's interim consolidated financial statements for the three months ended June 30, 2010, the Company said its ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities is dependent on the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to fund its operations, and the future production or proceeds from developed properties. However, the Company adds that there is no certainty that the Company will be able to obtain financing to fund its operations. As a result, the Company says, there is substantial doubt as to its ability to continue as a going concern. NATIONSTAR MORTGAGE: Moody's Affirms 'B1' CFR; Outlook Negative --------------------------------------------------------------- Moody's Investors Service changed Nationstar Mortgage LLC's rating outlook to negative from stable while affirming its B1 corporate family rating and B2 senior unsecured debt rating. Ratings Rationale The change in outlook to negative reflects the company's rapid recent and future projected growth. Over the last four years, the company's servicing portfolio has increased 13 times, from approximately $13 billion at the end of 2007 to approximately $170 billion once the recently announced acquisition of mortgage servicing rights from Aurora Bank is completed in May. The history of finance companies, including mortgage servicers, managing rapid growth is not good. Areas of concern are operational, particularly strained management resources and the company's ability to maintain servicer performance. Adding to the operational risk is a heightened regulatory and litigation environment along with increased head-line exposure, leaving mortgage servicers with little room for operational errors. The outlook could return to stable if the growth rate moderates and Nationstar realizes the benefits of a larger servicing portfolio as one of the largest non-prime special servicers in the US. The ratings could be downgraded if Nationstar's growth continues unabated or if the company's servicer performance deteriorates. In addition, downward rating pressure could occur if the company's financial fundamentals weaken more than moderately. Given the negative outlook, an upgrade is unlikely at this time. The last rating action on Nationstar was March 10, 2010 when its corporate family and senior unsecured ratings were assigned B1 and B2 respectively both a stable outlook. The principal methodology used in rating Nationstar was the Finance Company Global Rating Methodology published March 2012. Nationstar, headquartered in Lewisville, Texas, is a non-bank residential mortgage servicer that also originates conventional agency and government residential mortgages. NEBRASKA BOOK: Court Gives Go Signal for Plan Solicitation ---------------------------------------------------------- NBC Acquisition Corp. and its subsidiaries, including Nebraska Book Company on April 12 received approval of the Disclosure Statement for the Third Amended Plan of Reorganization from the U.S. Bankruptcy Court for the District of Delaware. The Court's approval of the Disclosure Statement will permit the Company to begin soliciting votes to accept the Plan on or before April 17, 2012. "The approval of our Disclosure Statement represents an important step in our restructuring process," said Barry Major, the Company's President. "We recognize that there are a few more milestones to reach, including receiving votes in favor of our plan from our creditors, but our emergence from Chapter 11 is in sight with the support we have from our lenders and the unsecured creditors' committee." The Company filed the Amended Plan and related Disclosure Statement on April 10, 2012, after finalizing an amended plan support agreement with approximately 73% of the holders of their 10% senior secured notes and over two-thirds of the holders of their 8.625% senior subordinated notes. The Company made subsequent revisions to the Amended Plan that secured the support of the official committee of unsecured creditors for the Amended Plan. Votes on the Plan must be received by the Company's voting agent, Kurtzman Carson Consultants, LLC, by May 21, 2012, unless the deadline is extended. The record date for voting was set for April 6, 2012. Solicitation materials will be mailed to all parties entitled to vote on the Plan by April 17, 2012. A hearing to consider confirmation of the Amended Plan is currently scheduled for May 30, 2012, at 9:30 am Eastern Time. A copy of the Third Amended Plan of Reorganization and Disclosure Statement can be found at http://www.kccllc.net/nbc Questions regarding the court process should be directed to the restructuring hotline at 1.888.369.6612. 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. NESCO LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to privately owned Bluffton, Ind.-based NESCO LLC. The outlook is stable. "At the same time, Standard & Poor's assigned a 'B-' issue rating (one notch below the corporate credit rating) to the $280 million senior secured second-lien notes due 2017. NESCO LLC and NESCO Holdings Corp. are the co-issuers of the notes. We also assigned this debt a '5' recovery rating, indicating modest (10%-30%) recovery in a payment default scenario," S&P said. "The ratings on NESCO LLC reflect the company's 'highly leveraged' financial risk profile and 'weak' business risk profile. NESCO LLC provides specialty rental equipment for the electric power transmission and distribution (T&D) industry. Its customers are utilities and utility contractors," S&P said. "We expect the company's operating performance to benefit in the next 12-18 months as utilities increasingly outsource T&D maintenance and construction activity and utility contractors shift toward rentals versus owned equipment," said Standard & Poor's credit analyst Svetlana Olsha. "NESCO's weak business risk profile primarily reflects its narrow scope of operations as a participant in the niche, competitive, and highly fragmented T&D specialty equipment rental industry. The company's multiregional footprint, young fleet age, and good EBITDA margin should continue to somewhat temper its weaknesses. NESCO operates from 32 locations across the U.S. and Canada and manages an equipment fleet of more than 2,000 units," S&P said. "Rentals account for most of the company's sales and likely will comprise a growing majority of the company's revenue going forward. Equipment rentals likely will continue to become more popular as contractors rely more on rentals rather than purchasing their own equipment because of the limited number of projects and uncertainty on future projects," S&P said. OCALA INN: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Ocala Inn Management, Inc. 3767 NW Blitchton Road Ocala, FL 34475-4635 Bankruptcy Case No.: 12-02468 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Albert H. Mickler, Esq. MICKLER & MICKLER 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 E-mail: cmickler_32277@yahoo.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 14 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-02468.pdf The petition was signed by Ayaz Thariani, corporate secretary. PACKAGING SYSTEMS: Meeting to Form Creditors' Panel on April 25 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on April 25, 2012, at 1:30 p.m. in the bankruptcy case of Packaging Systems, LLC. The meeting will be held at: United States Trustee's Office One Newark Center 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Packaging Systems LLC filed a Chapter 11 petition (Bankr. D. N.J. Case No. 12-18864) on April 3, 2012 in Trenton, New Jersey. Bruce J. Wisotsky, Esq., and Melissa A. Pena, Esq., at Norris, Mclaughlin & Marcus, in Trenton, serve as counsel to the Debtor. The Debtor estimated up to $1 million in assets and up to $10 million in debts. The petition was signed by Robert T. Harmon, managing member. PARKS PHARMACY: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Parks Pharmacy, Inc. P.O. Box 250310 Montgomery, AL 36125 Bankruptcy Case No.: 12-30906 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court Middle District of Alabama (Montgomery) Judge: Dwight H. Williams, Jr. Debtor's Counsel: James L. Day, Esq. MEMORY & DAY P.O. Box 4054 Montgomery, AL 36103-4054 Tel: (334) 834-8000 Fax: (334) 834-8001 E-mail: jlday@memorylegal.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of it the Company's list of its 16 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/almb12-30906.pdf The petition was signed by Demetrius Parks, president. PERSONALIZED PHYSICIAN: Case Summary & Creditors List ----------------------------------------------------- Debtor: Personalized Physician Care, LLC dba Naples Health Care Associates www.napleshealthcare.org 1890 Southwest Health Parkway, Suite 203 Naples, FL 34109 Bankruptcy Case No.: 12-05586 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Robert D. Wilcox, Esq. BRENNAN, MANNA & DIAMOND, PL 800 W. Monroe Street Jacksonville, FL 32202 Tel: (904) 366-1500 Fax: (904) 366-1501 E-mail: rdwilcox@bmdpl.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-05586.pdf The petition was signed by Thomas W. Reed, manager and agent. PHILLIPS VIEW: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Phillips View Tower, LLC 2450 Maitland Center Parkway, Suite 300 Maitland, FL 32751 Bankruptcy Case No.: 12-04915 Chapter 11 Petition Date: April 12, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: William G. Roy, III, Esq. THE ROY LAW FIRM, PL 411 W. Central Parkway Altamonte Springs, FL 32714 Tel: (407) 869-1414 Fax: (407) 869-9559 E-mail: wgr@roylawfirm.com Scheduled Assets: $300,000 Scheduled Liabilities: $4,370,000 A copy of the Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-04915.pdf The petition was signed by Dr. Adil R. Elias, manager. WELKER FARMS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Welker Farms, LLC P.O. Box 611 Mead, CO 80542 Bankruptcy Case No.: 12-17361 Chapter 11 Petition Date: April 13, 2012 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: David Warner, Esq. SENDER & WASSERMAN, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: david.warner@sendwass.com - and ? Harvey Sender, Esq. SENDER & WASSERMAN, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: Sendertrustee@sendwass.com Scheduled Assets: $2,520,521 Scheduled Liabilities: $2,346,975 The Company did not file a list of creditors together with its petition. The petition was signed by Robert J. Stemwedel Jr., manager, Senior Residential Communities, LLC. PINNACLE AIRLINES: Nantahala Discloses 9.8% Equity Stake -------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Nantahala Capital Management, LLC, disclosed that, as of April 4, 2012, it beneficially owns 1,879,232 shares of common stock of Pinnacle Airlines Corp. representing 9.8% of the shares outstanding. A copy of the filing is available for free at http://is.gd/Lt0oI4 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. PNM RESOURCES: S&P Raises Unsecured Credit Rating to 'BB+' ---------------------------------------------------------- Standard & Poor's Ratings Services raised the corporate credit ratings of PNM Resources Inc. (PNMR) and its electric utility subsidiaries to 'BBB-' from 'BB', the unsecured rating at PNMR to 'BB+' from 'BB', the preferred stock rating on Public Service Co. of New Mexico (PSNM) to 'BB' from 'B+', and the senior secured debt rating on Texas-New Mexico Power Co. (TNMP) to 'BBB+' from 'BBB'. "At the same time, we affirmed the 'BBB-' senior unsecured rating on PSNM and the '1+' senior secured debt rating on TNMP. Also, we removed the recovery ratings on PNMR's and PSNM's unsecured debt because the unsecured recovery criterion does not apply to investment-grade issuers. The rating outlook on all entities is stable," S&P said. "The upgrades reflect PNMR's lower business risk as a result of the company's focus on core electric operations, following the previously completed divestitures of two unregulated businesses, as well as on its management of regulatory environments," said Standard & Poor's credit analyst Antonio Bettinelli. "We believe the company will continue its efforts to maintain financial stability through targeting a balanced capital structure and bolstering operating cash flows through its ongoing focus on cost recovery of operating expenses and capital expenditures," added Mr. Bettinelli. PRIMEDIA INC: S&P Puts 'B' Corp. Credit Rating on Watch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating for Norcross, Ga.-based PRIMEDIA Inc. on CreditWatch with negative implications. All related issue-level ratings on the company's debt were also placed on CreditWatch with negative implications. The recovery ratings on the debt issues remain unchanged. "The CreditWatch listing reflects our view that the potential acquisition of Rent.com by PRIMEDIA could weaken credit metrics if funding the acquisition involves higher debt balances," explained Standard & Poor's credit analyst Chris Valentine. "PRIMEDIA's financial risk profile could weaken in light of the company's declining revenues and obstacles to improving profitability." "PRIMEDIA is subject to significant cyclical and structural pressures in its home guides and distribution business, ongoing risks from the migration of real estate advertising to the Internet from print, and its narrow business base in the highly volatile real estate market. These risks cause us to view PRIMEDIA's business risk profile as 'vulnerable.' Over the long term, we believe the migration of real estate advertising online poses risks in the form of competition and pricing pressure based on low barriers to entry. Nevertheless, we expect that property managers, especially managers of larger properties, will still need to advertise using aggregators such as PRIMEDIA, which have considerable market reach. We expect weakness in apartment rental advertising demand to continue over the near term. Based on our base-case scenario for 2012, we have assumed low-single-digit percentage revenue and EBITDA declines from 2011 levels," S&P said. "The company had an adequate margin of compliance of 32% with its net debt leverage covenant, the company's tightest covenant. We see the risk that the margin of compliance could tighten in the second half of 2012 if EBITDA continues to decline or if the transaction increases debt balances, as the covenant steps down each quarter," S&P said. "Pro forma for the July 2011 acquisition and recapitalization of Primedia by TPG Capital, debt to EBITDA (including $79 million in present value of operating leases and restructuring charges, and excluding a one-time transaction cost) was 5.0x at Dec. 31, 2011, up from 4.5x at 2010 year-end. Excluding the effect of the acquisition of Rent.com, we expect 2012 debt to EBITDA to increase to the mid-5x area in 2012. EBITDA coverage of interest was 3.4x at Dec. 31, 2011--down from 5.4x at year-end 2010. We expect interest coverage in the high-2x area in 2012 due to higher interest cost from the refinancing, EBITDA declines, and a potential debt increase," S&P said. "In resolving the CreditWatch listing, we will review the company's capital structure, liquidity profile, and covenant headroom when final deal terms are announced, in light of our expectations for operating conditions. At that time, we could either affirm or lower the rating, depending on the outcome of our review," S&P said. PROTECTIVE LIFE: Moody's Issues Summary Credit Opinion ------------------------------------------------------ Moody's Investors Service issued a summary credit opinion on Protective Life Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Protective Life Corporation and its affiliates. Moody's current ratings on Protective Life Corporation and its affiliates are: Senior Unsecured (domestic currency) ratings of Baa2 Senior Unsecured MTN Program (domestic currency) ratings of (P)Baa2 Junior Subordinate (domestic currency) ratings of Ba1, (hyb) Senior Unsecured Shelf (domestic currency) ratings of (P)Baa2 Subordinate Shelf (domestic currency) ratings of (P)Baa3 Preferred Shelf (domestic currency) ratings of (P)Ba1 Junior Preferred Shelf (domestic currency) ratings of (P)Ba1 Protective Life Secured Trusts BACKED Senior Secured MTN Program (domestic currency) ratings of (P)A2 Protective Life U.S. Funding Trust Senior Secured MTN (domestic currency) ratings of (P)A2 Rating Rationale Moody's A2 insurance financial strength (IFS) rating on Protective Life Insurance Company (PLIC), the principal subsidiary of Protective Life Corporation (Protective), and the Baa2 senior debt rating of Protective reflect the group's diverse revenue and earnings sources, a high proportion of earnings deriving from the life insurance business, multiple distribution channels, manageable cash outflows at the holding company, and an established core competency in acquiring other companies and blocks of business. Additional credit challenges include the company's relatively small, but growing, variable annuity (VA) business and significant credit exposure to reinsurers. The company's Asset Protection segment can expect near-to-medium-term earnings pressures given the slow economic recovery and the particularly negative economic impacts on the automotive and marine markets. This less strategic business line has higher risk with greater earnings volatility than the life and annuities business lines. In addition, Protective's business mix could place demands on regulatory capital due to acquisition strain and reserves required under Regulation AXXX (applicable to universal life insurance with no-lapse guarantees). However, Protective's current capital position is strong, and Moody's expects the company to prudently manage the profitable growth of its life insurance business while balancing the regulatory reserve requirements. Protective operates in five business segments, selling its products through a multi-channel, third party distribution network. Life Marketing is the company's largest segment, followed by the Acquisitions segment, contributing 41% and 31%, respectively, to pre-tax operating income for 2010. The Acquisitions segment focuses on acquiring, converting, and servicing policies acquired from other companies, primarily life insurance policies sold to individuals. Two recent acquisitions are expected to ultimately increase this segment's contribution to earnings to 35%. The company primarily focuses on individual lines, but has historically offered institutional investment products (IIP) through its Stable Value Products segment (11% of YTD Sept 2011 pre-tax operating income). Protective sold only relatively small amounts of stable value business in 2010 and through the first nine-months of 2011, but plans to opportunistically moderate any additional declines in balances by FHLB borrowings and other potential sales. Protective's other principal operating company is West Coast Life Insurance Company (West Coast Life). A support agreement between PLIC and West Coast Life provides the credit enhancement that is the basis for the extension of PLIC's A2 IFS rating to West Coast Life. West Coast Life principally marketed life insurance to individuals through a broker general agent (BGA) distribution channel, and ceased new sales as of year-end 2011 as production shifted to PLIC. Rating Outlook The rating outlook is stable. What to Watch For: -- Company's management of XXX/AXXX reserves and ability to minimize the impact through product design. -- Growth in variable annuities and ability to hedge secondary guarantee exposure to equity markets. What Could Change the Rating - Up Protective's ratings could go up as a result of: -- Sustained earnings growth in excess of 10% annually and sustained ROE of over 10%; -- Adjusted financial leverage maintained in the mid 20% range; -- Sustained annual cash flow interest coverage of above 6 times and earnings coverage of at least 8 times; -- Company action level NAIC Risk-Based Capital (RBC) ratio at PLIC consistently over 350%. What Could Change the Rating - Down Protective's ratings could go down as a result of: -- Pre-tax credit-related losses (OTTI and realized capital losses) exceeding $75 million in 2012; -- Adjusted financial leverage rises above 30%; -- Annual cash flow interest coverage falls below 4 times; -- Company action level NAIC RBC ratio at PLIC below 325%. The principal methodology used in these ratings was Moody's Global Rating Methodology for Life Insurers published in May 2010. PROTEONOMIX INC: Miami University Terminates Research Agreement --------------------------------------------------------------- The University of Miami terminated the Research Agreement with Proteonomix, Inc., by delivering written notice of the termination to the Company. The purpose of the Agreement was to govern the conduct of a Phase 1 Clinical Trial of UMK-121, a combination drug therapy to be tested upon patients with End Stage Liver Disease. The Agreement was terminated by the University for "various business reasons" which were not further specified. All funds paid to the University to perform the Phase 1 Trial were returned. Ian McNiece, a director of the Company and the Company's Chief Scientific Officer is employed by the University as a Professor of Medicine. The Company has scheduled meetings aimed at finding another institution to conduct the Phase 1 Clinical Trial of UMK-121. About Proteonomix Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/-- is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives. The Company reported a net loss applicable to common shares of $1.38 million in 2011, compared with a net loss applicable to common shares of $3.47 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.34 million in total assets, $7.03 million in total liabilities, and a $3.69 million total stockholders' deficit. KBL, 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 sustained significant operating losses and is currently in default of its debt instrument and needs to obtain additional financing or restructure its current obligations. QUAMTEL INC: RBSN LLP Raises Going Concern Doubt ------------------------------------------------ Quamtel, Inc., filed on April 13, 2012, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2011. RBSM LLP, in New York, New York, expressed substantial doubt about Quamtel's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses in the current year and also in the past. The Company reported a net loss of $4.49 million on $1.93 million of revenues for 2011, compared with a net loss of $10.05 million on $2.18 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.78 million in total assets, $3.48 million in total current liabilities, and a stockholders' deficit of $1.70 million. A copy of the Form 10-K is available for free at: http://is.gd/bssAU6 Dallas, Texas-based Quamtel, Inc., is a communications company offering, through its subsidiaries, a comprehensive range of mobile broadband and communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. The Company's common stock trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI." QUANTUM FUEL: Maturity Date of Central 1 Loan Extended to 2017 -------------------------------------------------------------- Schneider Power Providence Bay Inc., a wholly-owned tier two subsidiary of the Quantum Fuel Systems Technologies Worldwide, Inc., and Central 1 Credit Union, entered into a letter agreement pursuant to which SPI Providence Bay and Central 1 agreed to renew and amend the terms of a certain term loan in the approximate principal amount of C$1.2 million. The material amendments to the term loan are: (1) the maturity date was amended to April 10, 2017 (from April 3, 2012); and (ii) the interest rate was amended to 6% per annum (from 7% per annum). Pursuant to the terms of the Letter Agreement, SPI Providence Bay will make 60 monthly payments of C$12,899.16 and a final payment of C$667,421.65 on the maturity date. 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. RACETRACK DEVELOPMENT: Case Summary & 20 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Racetrack Development, LLC 2025 Laguna Way Naples, FL 34109 Bankruptcy Case No.: 12-05520 Chapter 11 Petition Date: April 11, 2012 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Bradley S Shraiberg, Esq. SHRAIBERG, FERRARA & LANDAU PA 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 433-0800 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.com Scheduled Assets: $0 Scheduled Liabilities: $20,967,517 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb12-05520.pdf The petition was signed by David J. Mola, manager. RADLAX GATEWAY: Has Access to Cash Collateral Until June 20 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois issued a 14th interim order for RadLAX Gateway Hotel, LLC, and its debtor-affiliates to use the Lender's cash collateral until June 20, 2012. The Debtors would use the cash collateral relating to the hotel's room revenues and food and beverage revenues to pay operating expenses of the hotel. As adequate protection from diminution in value of the Lender's collateral, the Debtor will continue operating the hotel and use the cash collateral to pay operating expenses of the hotel. A further hearing on the Debtors' continued access to the cash collateral will be held on June 20, at 10:30 a.m. Objections, if any, are due June 13. A full-text copy of the 14th interim order is available for free at http://bankrupt.com/misc/RADLAXGATEWAY_cashcoll14thinterimorder.pdf About RadLAX Gateway Hotel Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a hotel. The Company and its affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032) on Aug. 17, 2009. Brian A. Audette, Esq., and David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. RadLAX estimated $50 million to $100 million in assets and up to $500 million in debts. RESIDENTIAL CAPITAL: S&P Keeps 'CC' Issuer Credit Rating on Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services maintained its issuer credit and issue-level ratings on Residential Capital LLC (ResCap) on CreditWatch with negative implications, where they had been placed Nov. 10, 2011. "ResCap announced a one-month extension to the maturity dates of two senior credit facilities provided by its parent, Ally Financial. The original maturity date for these facilities was April 13. 'The CreditWatch on ResCap was based in part on our view that the company might not have access to sufficient liquidity to cover obligations under the maturing facilities, along with uncertainties associated with the potential for ResCap's parent to extend the facilities or provide some other form of support,' said Standard & Poor's credit analyst Thomas Connell. The facilities are now due on May 14. (An unsecured, and undrawn, component of one of the facilities was not subject to the maturity extension)," S&P said. "In February, we lowered our issuer credit rating on ResCap to 'CC' while maintaining the ratings on CreditWatch negative, reflecting our expectation of limited, if any, future support for ResCap from Ally. ResCap's failure to meet its obligations under the maturing facilities could trigger bankruptcy. Under our criteria, a company rated 'CC' is 'highly vulnerable,'" S&P said. "While Ally has provided support to ResCap at various times in the past, recent statements by Ally management have not provided a basis for expectations of future support," S&P said. "We expect to resolve the CreditWatch by mid May, reflecting the revised maturities of ResCap's senior credit facilities. If Ally extends further support to ResCap, we will reassess the issuer- and issue-level ratings, dependent on the nature of that support," S&P said. SEITEL INC: S&P Rates New $275-Mil. Second Lien Term Loan 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' rating to Seitel Inc.'s proposed $275 million second lien term loan maturing in 2018. "The recovery rating on this debt is a '3', reflecting our expectation of meaningful (50% to 70%) recovery in the event of a payment default. The Houston-based seismic data company plans to use the proceeds to redeem the $275 million outstanding on its 9.75% senior unsecured notes due 2014," S&P said. "The 'B' rating and stable outlook on Seitel reflect our assessment of the company's 'vulnerable' business risk and 'aggressive' financial risk. The ratings incorporate the continued recovery of the North American oilfield services industry from the trough levels of 2009, along with the company's improved liquidity position and debt leverage measures," S&P said. "Our corporate and issue-level ratings are contingent upon the company using proceeds from the proposed term loan to redeem the existing $275 million of unsecured debt, as proposed," S&P said. RATINGS LIST Seitel Inc. Corporate credit rating B/Stable/-- New Rating Proposed $275 mil 2nd-lien term loan due 2018 B Recovery rating 3 STANADYNE HOLDINGS: COO James Borzi Resigns for Personal Reasons ---------------------------------------------------------------- James W. Borzi resigned from his position as Chief Operating Officer of Stanadyne Corporation on April 7, 2011. He was an at- will employee and did not have an employment agreement with Stanadyne. Mr. Borzi resigned for personal reasons. As previously reported by the TCR on April 10, 2012, Mr. Borzi was appointed as COO effective April 1, 2012. About Stanadyne Holdings Stanadyne Corporation, headquartered in Windsor, Connecticut, is a designer and manufacturer of highly-engineered precision- manufactured engine components, including fuel injection equipment for diesel engines. Stanadyne sells engine components to original equipment manufacturers and the aftermarket in a variety of applications, including agricultural and construction vehicles and equipment, industrial products, automobiles, light duty trucks and marine equipment. Revenues for LTM ended Sept. 30, 2010 were $240 million. The Company reported a net loss of $32.50 million in 2011. The Company previously reported a net loss of $9.98 million in 2010, following a net loss of $23.70 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $367.46 million in total assets, $414.10 million in total liabilities, $686,000 in redeemable non-controlling interest, and a $47.32 million total stockholders' deficit. * * * In January 2011, Moody's Investors Service confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating and revised the rating outlook to stable. The CFR confirmation reflects the remediation of the Stanadyne's previous inability to file financial statements in accordance with financial reporting requirements contained in its debt agreements and expectations for modest continued improvement in operating performance. Improved operations, largely the result of positive momentum in key end markets and restructuring activities, have allowed Stanadyne to maintain positive funds from operations despite increased cash interest expense. The company's $100 million 12% senior discount notes began paying cash interest in February 2010. In March 2012, Standard & Poor's Ratings Services revised its long-term outlook to negative from stable on Windsor, Conn.-based Stanadyne Corp. At the same time, Standard & Poor's affirmed its ratings, including the 'CCC+' corporate credit rating, on Stanadyne. "The outlook revision reflects the risk that Stanadyne may not be able to service debt obligations of its parent, Stanadyne Holdings Inc. as early as August 2012," said Standard & Poor's credit analyst Dan Picciotto. SINCLAIR BROADCAST: Acquires Freedom TV Stations for $385 Million ----------------------------------------------------------------- Sinclair Broadcast Group, Inc., has closed on the acquisition of the Freedom Communications broadcast assets for $385.0 million. The Company financed the acquisition and a portion of the closing costs with a draw under a recently raised $157.5 million incremental Term Loan A and a $192.5 million incremental Term B Loan commitment under its amended Bank Credit Facility, plus a $38.5 million cash escrow previously paid in November 2011. Sinclair had been operating the Freedom stations since Dec. 1, 2011, pursuant to a Local Marketing Agreement, while it awaited FCC approval. The Freedom Television stations acquired are: * WPEC (CBS 12) West Palm Beach, Florida (DMA 38) * WWMT (CBS 3) Grand Rapids/Kalamazoo/Battle Creek, Michigan (DMA 42) * WRGB (CBS 6) Albany, New York (DMA 58) * WCWN (CW 45) Albany, New York (DMA 58) * WTVC (ABC 9) Chattanooga, Tennessee (DMA 86) * WLAJ (ABC 3) Lansing, Michigan (DMA 115) * KTVL (CBS 10) Medford-Klamath falls, Oregon (DMA 140) * KFDM (CBS 6) Beaumont-Port Arthur-Orange, Texas (DMA 141) 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 the report that any insolvency or bankruptcy proceeding relating to Cunningham, one of its LMA 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 TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.- based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. Moody's raised its ratings for Sinclair Broadcast Group, Inc., and subsidiary Sinclair Television Group, Inc., including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments, concluding its review for possible upgrade as initiated on Aug. 5, 2010. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. As reported by the Troubled Company Reporter on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. SUN HEALTHCARE: S&P Raises Issue-Level Rating to 'BB-' ------------------------------------------------------ Standard & Poor's Ratings Services raised its existing issue-level rating on Irvine, Calif.-based nursing home operator Sun Healthcare Group Inc. to 'BB-' from 'B+', and revised the recovery rating to '1' from '2', indicating its expectation that lenders would receive substantial (90%-100%) recovery in the event of a payment default. "This reflects the decreased amount of secured debt outstanding in our simulated default scenario after the company made a $50 million payment of its senior secured term loan. At the same time, we are affirming our 'B' corporate credit rating on the company. The rating outlook is stable," S&P said. "The rating on Sun Healthcare Group reflects our assessment of the company's business risk profile as 'weak' and the financial risk profile as 'highly leveraged'," S&P said. "We expect Sun to remain subject to significant reimbursement risk, such as the recent Medicare payment cut to nursing homes, and adverse changes to the reimbursement rules for group therapy services," said Standard & Poor's credit analyst John Bluemke. "We expect Sun's total revenue to increase by less than 1% for 2012, less than 2011's approximate 1% revenue improvement, primarily because of the full-year impact of the Medicare rate cut. The projected impact of the rate cut could be less than for some of Sun's peers, because of expected flat Medicaid reimbursement rates. Adjusted EBITDA margins are projected to decrease by 100 basis points, primarily driven by the Medicare rate cut. Sun is expected to generate about $10 million in free cash flow in 2012," S&P said. TALON INTERNATIONAL: Michael Francis Resigns from Board ------------------------------------------------------- Michael Francis Snyder resigned as a member of the Board of Directors of Talon International, Inc., effective as of April 9, 2012. Mr. Snyder has been a member of the Talon Board of Directors since July 2010. Mr. Snyder was an independent member of the Board, appointed by the Series B Preferred shareholder. CVC California, LLC, the sole holder of Talon's Series B Preferred Stock, will be entitled to elect an independent director to fill the vacant board seat resulting from Mr. Snyder's resignation. About Talon International Woodland Hills, Calif.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. Talon International reported net income of $729,133 in 2011, compared with a net loss of $1.46 million in 2010. The Company reported net income of $599,756 on $10.28 million of net sales for the three months ended Dec. 31, 2011, compared with a net loss of $23,687 on $8.97 million of net sales for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $16.36 million in total assets, $9.60 million in total liabilities, $20.67 million in Series B convertible preferred stock, and a $13.91 million total stockholders' deficit. TBS INTERNATIONAL: Court OKs Assumption of Plan Support Agreement ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized TBS International plc, et al., to assume the Plan Support Agreement with Prepetition Plan Lenders. The Debtors relate that prior to the Petition Date, they commenced the solicitation of votes with respect to the Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012, through their related Disclosure Statement. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement the agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To ensure that the Debtors had sufficient support for the Plan and the restructuring contemplated, the Debtors also negotiated the Plan Support Agreement, dated Jan. 31, 2012, which governs the Prepetition Lenders' support of the Plan. Pursuant to the Plan Support Agreement, the Supporting Prepetition Lenders -- i.e., those Prepetition Plan Lenders that executed the Plan Support Agreement -- agreed to support the Plan which provides, among other things, for the restructuring of the Debtors' obligations to the Prepetition Lenders as provided in the Term Sheets and for the unimpairment of general unsecured claims under the Plan. All but one of the Debtor's Prepetition Lenders voted in favor of the Plan and executed the Plan Support Agreement. The Debtors believe that the Plan is the best restructuring alternative available to the Debtors. The restructuring contemplated by the Plan will provide sufficient working capital to the Debtors and enable their business to succeed and grow. To implement this restructuring, the Debtors have obtained a commitment from certain of the Supporting Prepetition Lenders to provide $42.8 million in the form of debtor in possession financing. The Plan Support Agreement also provides that: -- each Supporting Prepetition Lender will exercise all votes to which it is entitled to accept the Plan; -- while the Plan Support Agreement is in effect, the Supporting Prepetition Lenders agreed to not transfer any Claims except to a transferee who agrees to be bound by the Plan Support Agreement; -- it may be automatically terminated, or terminated on notice from the Supporting Prepetition Lenders (depending on the particular termination event), upon the occurrence of certain events, the most important of which, for purposes of the motion, is the Debtors' failure to file a motion to assume the Plan Support Agreement within five business days after the Petition Date. Other termination events include, without limitation: a) a breach of the obligations under the Plan Support Agreement by any party thereto; b) failure to obtain Court approval of the Disclosure Statement and confirmation of the Plan within 60 days of the Petition Date; c) the dismissal or conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or the appointment of a trustee (whether interim or permanent), a responsible officer or examiner with powers beyond the duty to investigate and report in any of the Chapter 11 Cases; d) the non-occurrence of the effective date of the Plan by May 31, 2012; e) the filing with the Bankruptcy Court by the Debtors of any plan of reorganization in the Chapter 11 Cases other than the Plan or any motion or pleading that is not consistent in any material respect with the Plan Support Agreement or the Plan; f) the Debtors' withdrawal of the Plan or a public announcement by the Debtors of their intention not to support the Plan; and g) the occurrence of a Material Adverse Effect, subject to normal market carve outs. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TBS INTERNATIONAL: GCG Inc. Approved as Claims Agent ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized TBS International plc, et al., to employ GCG, Inc. as claims and noticing agent. As reported in the Troubled Company Reporter on Feb. 10, 2012, TBS Shipping Services Inc. and its debtor-affiliates said the more than 3,000 domestic and international creditors and other parties- in-interest involved in their Chapter 11 cases may impose heavy administrative and other burdens on the Debtors and their professionals. In this regard, the Debtors seek the Bankruptcy Court's permission to employ GCG Inc. as administrative agent and as claims and noticing agent in accordance with the bankruptcy administration agreement dated Nov. 11, 2011. Administration of the Chapter 11 cases will require GCG to perform duties outside the scope of section 156(c) of the Bankruptcy Code. Those duties include balloting services, tabulation services, and other services. Prior to the Petition Date, the Debtors paid to GCG a $100,000 retainer. As of the Petition Date, GCG has applied the retainer to all pre-petition invoices. GCG's Craig Johnson attests that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; and does not hold or represent an interest adverse to the Debtors' estates in connection with any matter on which GCG will be employed. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TBS INTERNATIONAL: Gets Final OK to Hire GCG as Admin. Agent ------------------------------------------------------------ The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized TBS International plc, et al., to employ GCG, Inc., as administrative agent nunc pro tunc to the Petition Date. GCG is authorized to perform all actions and services, including to: a) assist with the preparation and filing of the Debtors' schedules of assets and liabilities and statements of financial affairs; b) generate and provide claim reports and claim objection exhibits, as requested by the Debtors and their professionals; and c) manage the preparation, compilation, and mailing of documents to creditors and other parties in interest in connection with the solicitation of a Chapter 11 plan. Prior to the Petition Date, the Debtors paid to GCG a retainer in the amount of $210,000. As of the Petition Date, GCG has applied the retainer to all prepetition invoices. GCG will apply any remaining amounts of its prepetition retainer as a credit toward postpetition fees and expenses, after the postpetition fees and expenses are approved pursuant to the first order of the Court awarding fees and expenses to GCG. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TBS INTERNATIONAL: Gets Final OK to Obtain $1.5MM DIP Financing --------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized Claremont Shipping Corp. and Yorkshire Shipping Corp., debtor- affiliates of TBS International plc, to: -- to obtain secured, superpriority postpetition financing with Credit Suisse AG, as lender in an aggregate principal amount of up to $500,000, on an interim basis, from DIP Facility B; and -- use the cash collateral. Credit Suisse committed to provide, on a final basis, postpetition financing in an aggregate principal amount of up to $1,500,000. Pursuant to the Prepetition Loan Documents, the Prepetition Borrowers are indebted to the Prepetition Lender pursuant to Prepetition Loan Agreement having a principal outstanding loan balance of $18,192,000 (together with interest, fees, expenses and other obligations accrued and accruing thereunder). The Prepetition Obligations are guaranteed by TBS International Public Limited Company and TBS International Limited. Credit Suisse consented to the Debtors' postpetition financing solely for (a) working capital and other uses provided for in the DIP Agreement; and (b) payment of any authorized adequate protection payments fees and interest. No proceeds of the DIP Facility will be used to make any adequate protection payments to any party other than Credit Suisse AG, as Prepetition Lender. As adequate protection from any diminution in value of the lender's collateral, the Debtors will grant Credit Suisse perfected security interests in and liens on all of the DIP Collateral, including, without limitation, all property of the Debtors, a superpriority administrative expense claim status, subject to carve out on certain expenses. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TBS INTERNATIONAL: Gibson Dunn Approved as Gen. Bankruptcy Counsel ------------------------------------------------------------------ The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized TBS International plc, et al., to employ Gibson, Dunn & Crutcher as general bankruptcy and restructuring counsel. As reported in the Troubled Company Reporter on Feb. 16, 2012, the hourly rates of Gibson Dunn's personnel are: Partner $865 - $1,075 Of Counsel $785 Associate $595 - $735 To the best of the Debtors' knowledge, Gibson Dunn is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TBS INTERNATIONAL: Lazard Freres Approved as Investment Banker -------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized TBS International plc, et al., to employ Lazard Freres & Co. LLC as investment banker. As reported in the Troubled Company Reporter on March 7, 2012, Lazard is expected to, among other things: -- assist in the determination of a range of values for Debtors on a going concern basis; -- advise the Debtors on tactics and strategies for negotiating with stakeholders; and -- render financial advice to the Debtors and participating in meetings or negotiations with stakeholders or rating agencies or other appropriate parties in connection with any restructuring. The Debtors intend that the services of Lazard will complement the services of any other professional retained in these Chapter 11 cases. Lazard will be paid: a) a monthly fee of $150,000 in cash; b) a fee equal to $2,600,000 payable upon consummation of a restructuring; c) a fee in connection with a sale of either (i) all or a majority of the Debtors assets, or (ii) less than a majority of the Debtors' assets, will be based on a schedule related to the aggregate consideration paid or the restructuring fee; d) an additional cash fee will be payable upon the closing of a financing transaction; and e) for the avoidance of any doubt, more than one fee may be payable pursuant to each of clauses (b), (c), and (d). To the best of the Debtors' knowledge, Lazard is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. No official committee has yet been appointed by the Office of the United States Trustee. TELKONET INC: To Record $3.1 Million of Impairment Charge in 2011 ----------------------------------------------------------------- Telkonet, Inc., evaluates goodwill for impairment based on the fair value of the operating business units to which this goodwill relates at least once a year. In connection with the preparation of the Annual Report on Form 10-K for the year ended Dec. 31, 2011, management of the Company assessed and determined that the estimated carrying value of the Company's Smart Systems International reporting unit exceeded its estimated fair value. As a result, it will be necessary to record a material impairment charge of approximately $3.1 million to goodwill for the year ended Dec. 31, 2011. The goodwill impairment charge is non-cash in nature and does not impact the Company's liquidity, cash flows provided by operating activities or future operations. About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. The Company's balance sheet at Sept. 30, 2011, showed $16.46 million in total assets, $3.99 million in total liabilities, $856,434 in redeemable preferred stock Series A, $1.32 million in redeemable preferred stock, Series B, and $10.29 million total stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. RBSM noted that the Company has incurred significant operating losses in current year and also in the past. THERMOENERGY CORP: Errors Found in 2011 Financial Statements ------------------------------------------------------------ In connection with the preparation and audit of ThermoEnergy Corporation's consolidated financial statements as of, and for the year ended, Dec. 31, 2011, the Company reviewed the accounting treatment of its debt and equity transactions during that year. During this review the Company uncovered errors that impacted its previously issued unaudited 2011 interim consolidated financial statements for the quarterly periods ended March 31, 2011, June 30, 2011, and Sept. 30, 2011. The Company will restate the 2011 Interim Consolidated Financial Statements in its 2011 Form 10-K through expanded disclosure of the selected quarterly financial data, including describing the restatement and its impact on previously issued amounts. The Company has not amended and does not intend to amend its previously filed 2011 Quarterly Reports to reflect those restatements. The Company has concluded that it incorrectly accounted for a series of related transactions effected pursuant to certain Note Amendment and Forbearance Agreements, effective as of Jan. 4, 2011, with the holders of its Convertible Promissory Notes due May 31, 2010, including the partial repayment of the Old Notes, the conversion of a portion of the Old Notes into shares of its Series B Convertible Preferred Stock, the issuance to the holders of the Old Notes of warrants for the purchase of shares of the Company's Common Stock and the issuance to the holders of the Old Notes, upon cancellation of the Old Notes, of Amended and Restated Promissory Notes due Feb. 29, 2012, by treating such transactions as debt modifications rather than debt extinguishment. None of the errors related to the Company's cash position, revenues or loss from operations for any of the periods in which those errors occurred. The Company estimates the net effect of these errors to be: (i) a $5.5 million understatement of its net loss in the quarter ended March 31, 2011; (ii) a $1.2 million overstatement of its net loss in the quarter ended June 30, 2011; and (iii) a $4.6 million overstatement of its net loss in the quarter ended Sept. 30, 2011. The understatement of the Company's net loss in the quarter ended March 31, 2011, is offset by the overstatement of its net loss in the quarters ended June 30, 2011, and Sept. 30, 2011, with the net effect that the Company's net loss for the nine-month period ended Sept. 30, 2011, was overstated by approximately $0.3 million. The amounts of these adjustments have not yet been finalized. About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. As reported by the TCR on April 7, 2011, Kemp & Company, a Professional Association, in Little Rock, Arkansas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred net losses since inception and will require substantial capital to continue commercialization of the Company's technologies and to fund the Companies liabilities. The Company reported a net loss of $11.87 million on $3.57 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $8.49 million on $2.05 million of revenue for the same period a year ago. The Company reported a net loss of $9.85 million in 2010, following a net loss of $12.98 million in 2009. The Company's balance sheet at Sept. 30, 2011, showed $4.27 million in total assets, $11.09 million in total liabilities, and a $6.81 million total stockholders' deficiency. UNITED RENTALS: Fitch Affirms 'B' Long-Term Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed, removed from Rating Watch Negative and simultaneously withdrawn the Issuer Default Ratings (IDRs) of United Rentals, Inc. (URI) and its subsidiary, United Rentals (North America), Inc. (URNA). Fitch has also affirmed, removed from Rating Watch Negative and withdrawn the rating assigned to UNRA's senior secured debt and downgraded and withdrawn the ratings assigned to UNRA's senior unsecured debt and subordinated debt. Fitch will no longer provide ratings or analytical coverage of URI and URNA as information available to the agency is insufficient to maintain a rating. The affirmations are based upon URI's ability to maintain adequate liquidity for the rating category and its access to the capital markets given the recent upsizing of its $2.8 billion acquisition financing. However, as stated in its press release dated Dec. 22, 2011, Fitch remains concerned with the increased level of leverage URI must undertake to finance the cash portion of its acquisition of RSC Holdings. Based on current terms of the RSC Holding acquisition, URI's funding profile is expected to become increasingly secured, which will potentially lower the recoveries for unsecured debtholders. Although the combination of the two companies would likely increase rental penetration and reduce volatility in URI's revenue profile, the acquisition would also add near-term integration and execution risks to the company's current business model. Fitch also views URI's announced $200 million share repurchase program after closing as being aggressive, in light of URI's leverage and capitalization. Fitch has taken the following rating actions removed the ratings from Rating Watch Negative, and simultaneously withdrawn them: United Rentals, Inc. -- Long Term IDR affirmed at 'B'. United Rentals (North America), Inc. -- Long Term IDR affirmed at 'B+'; -- Senior Secured affirmed at 'BB/RR1'; -- Senior Unsecured downgraded to 'B/RR5'; -- Subordinated downgraded to 'B-/RR6'. UNITED RETAIL: Committee Taps CBIZ Inc. as Financial Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of United Retail Group, Inc., et al., has tapped CBIZ MHM, LLC and CBIZ, Inc., as its financial advisor. CBIZ will, among other things: i) manage or assist with any investigation into the prepetition acts, conduct, property, liabilities and financial condition of the Debtors, their management, or creditors, including the operation and liquidation of the Debtors' businesses, as instructed by the Committee; ii) analyze transactions with insiders, related or affiliated companies, subsequent and prior to the Petition Date; and iii) assist the Committee or its counsel in any litigation proceedings against any potential adversaries as a result of such investigation and analysis. The hourly rates of CBIZ' personnel are: Directors and Managing Directors $400 - $725 Managers and Senior Managers $300 - $400 Senior Associates and Staff $130 - $300 To the best of the Committee's knowledge, CBIZ represents no interest adverse to the Committee, the Debtors, their estates, or any other party-in-interest in the matters upon which it is to be engaged and that its employment is in the best interest of the estates. About United Retail Group United Retail Group Inc., owner of the Avenue brand of women's fashion apparel and a subsidiary of Redcats USA, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1, 2012, as it seeks to sell the business to Versa Capital Management for $83.5 million, subject to higher and better offers. The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners LLP serves as restructuring advisor and Peter J. Solomon Company serves as financial advisor and investment banker; and Donlin Recano & Company Inc. is the notice, claims and administrative agent. Versa Capital's legal advisor is Sullivan & Cromwell LLP. United Retail has arranged a $40 million Debtor-in-Possession facility from its existing revolving credit lender, Wells Fargo, to provide sufficient working capital for Avenue to continue to operate the business as usual. Wells Fargo is represented in the case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. The Official Committee of Unsecured Creditors tapped Cooley LLP as its counsel and CBIZ MHM, LLC and CBIZ, Inc., as its financial advisor. Avenue has 433 stores and an e-commerce site -- http://www.avenue.com/. Avenue employs roughly 4,422 employees, roughly 294 of which are located at Avenue's corporate headquarters in Rochelle Park, New Jersey or at the Troy Distribution Facility. The Company disclosed $117.2 million in assets and $67.3 million in liabilities as of the Chapter 11 filing. UNITED RETAIL: Committee Wants Cooley LLP as Bankruptcy Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of United Retail Group, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Cooley LLP as its counsel. The hourly rates of the Cooley's personnel are: Jay R. Indyke, partner $895 Lawrence C. Gottlieb, partner $985 Richard S. Kanowitz, partner $795 Cathy R. Hershcopf, partner $795 Jeffrey L. Cohen, partner $660 Michael Klein Associate $630 Brent I. Weisenberg, associate $630 Dana S. Katz, associate $445 Robert B. Winning, associate $395 Rebecca Goldstein, paralegal $245 To the best of the Committee's knowledge, Cooley has no interest adverse to the Debtors' estates. About United Retail Group United Retail Group Inc., owner of the Avenue brand of women's fashion apparel and a subsidiary of Redcats USA, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1, 2012, as it seeks to sell the business to Versa Capital Management for $83.5 million, subject to higher and better offers. The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners LLP serves as restructuring advisor and Peter J. Solomon Company serves as financial advisor and investment banker; and Donlin Recano & Company Inc. is the notice, claims and administrative agent. Versa Capital's legal advisor is Sullivan & Cromwell LLP. United Retail has arranged a $40 million Debtor-in-Possession facility from its existing revolving credit lender, Wells Fargo, to provide sufficient working capital for Avenue to continue to operate the business as usual. Wells Fargo is represented in the case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. The Official Committee of Unsecured Creditors tapped Cooley LLP as its counsel and CBIZ MHM, LLC and CBIZ, Inc., as its financial advisor. Avenue has 433 stores and an e-commerce site -- http://www.avenue.com/. Avenue employs roughly 4,422 employees, roughly 294 of which are located at Avenue's corporate headquarters in Rochelle Park, New Jersey or at the Troy Distribution Facility. The Company disclosed $117.2 million in assets and $67.3 million in liabilities as of the Chapter 11 filing. UNITED RETAIL: Has Until Aug. 29 to Decide on Unexpired Leases -------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York extended United Retail Group, Inc., et al.'s time to assume or reject unexpired leases of nonresidential real property to the earlier of: a) Aug. 29, 2012; and b) the effective date of any chapter 11 plan for the Debtors; provided, however, that with respect to the lease for the Debtors' corporate headquarters located at 365 West Passaic Street, Rochelle Park, New Jersey, the time within which the Debtors must assume or reject the lease is extended until the earlier of (x) July 10, 2012; and (y) the effective date of any chapter 11 plan for the Debtors. About United Retail Group United Retail Group Inc., owner of the Avenue brand of women's fashion apparel and a subsidiary of Redcats USA, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1, 2012, as it seeks to sell the business to Versa Capital Management for $83.5 million, subject to higher and better offers. The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners LLP serves as restructuring advisor and Peter J. Solomon Company serves as financial advisor and investment banker; and Donlin Recano & Company Inc. is the notice, claims and administrative agent. Versa Capital's legal advisor is Sullivan & Cromwell LLP. United Retail has arranged a $40 million Debtor-in-Possession facility from its existing revolving credit lender, Wells Fargo, to provide sufficient working capital for Avenue to continue to operate the business as usual. Wells Fargo is represented in the case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. The Official Committee of Unsecured Creditors tapped Cooley LLP as its counsel and CBIZ MHM, LLC and CBIZ, Inc., as its financial advisor. Avenue has 433 stores and an e-commerce site -- http://www.avenue.com/. Avenue employs roughly 4,422 employees, roughly 294 of which are located at Avenue's corporate headquarters in Rochelle Park, New Jersey or at the Troy Distribution Facility. The Company disclosed $117.2 million in assets and $67.3 million in liabilities as of the Chapter 11 filing. VIEW SYSTEMS: Hires Seale and Bears as New Accountants ------------------------------------------------------ Robert L. White & Associates, Inc., was dismissed as certifying accountant for View Systems, Inc. On March 30, 2012, the Company engaged Seale and Bears, CPAs, LLC, as its principal independent accountant. This decision to engage Seale and Bears, CPAs, LLC, was ratified by the majority approval of the full Board of Directors of the Company. Because the Company has no standing audit committee the Company's full Board of Directors participated in and approved the decision to change independent accountants. In connection with its review of financial statements through April 10, 2012, there have been no disagreements with Robert L. White & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Robert L. White & Associates would have caused it to make reference thereto in its report on the financial statements. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted Seale and Bears, CPAs, LLC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement as that term is used in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as that term is used in Item 304(a)(1)(v) and the related instructions to Item 304 of Regulation S-K. About View Systems Baltimore, Md.-based View Systems, Inc., develops, produces and markets computer software and hardware systems for security and surveillance applications. The Company reported a net loss of $368,329 on $576,735 of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $294,065 on $722,042 of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.48 million in total assets, $1.82 million in total liabilities, and a $339,294 total stockholders' deficit. As reported in the TCR on March 15, 2011, Robert L. White & Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt about View Systems' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss of $513,353 for the year ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787 at Dec. 31, 2010. VOLUNTEER BANCORP: Suspending Filing of Reports with SEC -------------------------------------------------------- Volunteer Bancorp,Inc., filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock. Pursuant to Rule 12g-4, the Company is suspending reporting because there are currently less than 500 holders of record of the common shares. There were only 415 holders of the common shares as of April 13, 2012. About Volunteer Bancorp Rogersville, Tenn.-based Volunteer Bancorp, Inc., is a registered bank holding company organized under the laws of Tennessee, chartered in 1985. The Company conducts operations through its subsidiary, The Citizens Bank of East Tennessee ("Bank"), a state bank organized under the laws of the state of Tennessee in April 1906. According to the Company's annual report for the year ended Dec. 31, 2011, Crowe Horwath LLP, in Brentwood, Tennessee, expressed substantial doubt about Volunteer Bancorp's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant losses in recent years and has elevated levels of non-performing assets and its subsidiary bank is not in compliance with minimum regulatory capital requirements required by the consent order with regulatory authorities. The Company reported a net loss of $1.12 million on $4.24 million of net interest income (before provision for loan losses) for 2011, compared with a net loss of $3.57 million on $4.11 million of net interest income (before provision for loan losses) for 2010. The Company's balance sheet at Dec. 31, 2011, showed $128.05 million in total assets, $126.65 million in total liabilities, and stockholders' equity of $1.40 million. WARNER CHILCOTT: S&P Keeps 'BB' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services revised its senior unsecured rating on Ireland-based Warner Chilcott plc to '3' from '4'. The revision follows the approximate $650 million of secured term loan payments made by the company during 2011. The 'BB' senior unsecured issue-level rating and all other ratings are unchanged. "The speculative-grade rating on Ireland-based Warner Chilcott plc reflects a 'fair' business risk profile, which takes into consideration our expectation that the threat of generic competition to the company's product portfolio and its limited research and development (R&D) capabilities could result in additional product or company acquisitions over the next year. It also reflects a 'significant' financial risk profile since we believe the company will likely use capacity generated from debt reduction to re-lever by incurring new additional debt to pay another substantial dividend, or to bolster its product portfolio, keeping leverage higher, at more than 3x, over the next year," S&P said. RATINGS LIST Warner Chilcott plc Corporate credit rating BB/Stable/-- Recovery Rating Revised; Issue Rating Remains Unchanged To From Senior unsecured debt BB Recovery rating 3 4 WORLD SURVEILLANCE: Files Form S-1; Registers 50MM Common Shares ---------------------------------------------------------------- World Surveillance Group Inc. filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the offer and sale of up to 50,000,000 shares of the Company's common stock, par value $0.00001 per share, which may be resold from time to time by La Jolla Cove Investors, LLC. The 50,000,000 shares may be acquired by the selling stockholder pursuant to a certain convertible debenture that was issued in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The initial financing of $500,000 was paid at the closing to the Company and an additional aggregate investment in the Company of $5.0 million is required by the private placement documents. The selling stockholder also has the right to purchase an additional $5.0 million of the Company's common stock at a purchase price of $0.21 per share for a period of three years. The private placement closed on Feb. 2, 2012. Pursuant to the private placement documents, the Company agreed to register for resale 50,000,000 shares of common stock that may be issued to the selling stockholder pursuant to a certain convertible debenture issued by the Company to the selling stockholder in the private placement. The Company is not selling any common stock under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholder. Other than commissions and legal fees of the selling stockholder, the Company will bear all expenses incurred in connection with registration of the common stock offered by the selling stockholder. The Company's common stock is traded on the OTCBB under the symbol "WSGI." On April 4, 2012, the closing price of the Company's common stock was $0.04 per share. A copy of the prospectus is available for free at: http://is.gd/48L5FE About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. The Company reported a net loss of $340,155 on $130,144 of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $7.78 million on $200,000 of net sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.94 million in total assets, $16.87 million in total liabilities and a $13.93 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about Sanswire's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditor noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- ------- ABSOLUTE SOFTWRE ABT CN 125.3 (7.2) 10.8 ACCO BRANDS CORP ABD US 1,116.7 (61.9) 316.8 AMC NETWORKS-A AMCX US 2,183.9 (1,037.0) 525.8 AMER AXLE & MFG AXL US 2,328.7 (419.6) 187.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERISTAR CASINO ASCA US 2,012.0 (90.6) (33.0) AMYLIN PHARM INC AMLN US 1,870.2 (138.7) 125.2 ARRAY BIOPHARMA ARRY US 82.2 (127.2) (15.1) AUTOZONE INC AZO US 6,056.5 (1,295.5) (608.2) BAZAARVOICE INC BV US 46.8 (15.4) (18.2) BOSTON PIZZA R-U BPF-U CN 146.9 (105.3) (2.0) CABLEVISION SY-A CVC US 7,143.3 (5,560.3) (240.5) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CARMIKE CINEMAS CKEC US 422.9 (5.6) (33.4) CC MEDIA-A CCMO US 16,542.0 (7,471.9) 1,556.3 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHENIERE ENERGY CQP US 1,737.3 (545.0) 57.7 CHENIERE ENERGY LNG US 2,915.3 (173.0) 6.5 CHOICE HOTELS CHH US 447.7 (25.6) 10.2 CIENA CORP CIEN US 1,918.3 (21.1) 918.6 CINCINNATI BELL CBB US 2,714.7 (715.2) (35.4) CLOROX CO CLX US 4,290.0 (199.0) (289.0) CROWN HOLDINGS I CCK US 6,868.0 (239.0) 318.0 DEAN FOODS CO DF US 5,754.4 (98.7) 220.8 DELTA AIR LI DAL US 43,499.0 (1,396.0) (4,972.0) DENNY'S CORP DENN US 350.5 (9.7) (25.9) DIRECTV-A DTV US 18,423.0 (2,842.0) (502.0) DISH NETWORK-A DISH US 11,470.2 (419.0) 527.3 DISH NETWORK-A EOT GR 11,470.2 (419.0) 527.3 DOMINO'S PIZZA DPZ US 480.5 (1,209.7) 129.7 DUN & BRADSTREET DNB US 1,977.1 (740.2) (226.6) FREESCALE SEMICO FSL US 3,415.0 (4,480.0) 1,432.0 GENCORP INC GY US 931.2 (189.7) 108.9 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ US 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 26,898.0 (7,014.0) 1,679.0 HUGHES TELEMATIC HUTC US 94.0 (111.8) (39.0) HUGHES TELEMATIC HUTCU US 94.0 (111.8) (39.0) INCYTE CORP INCY US 329.0 (227.1) 175.2 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 153.1 (49.1) 2.3 JUST ENERGY GROU JE US 1,644.4 (394.5) (338.4) JUST ENERGY GROU JE CN 1,644.4 (394.5) (338.4) LIN TV CORP-CL A TVL US 1,077.7 (80.9) 56.6 LIZ CLAIBORNE LIZ US 950.0 (109.0) 124.8 LORILLARD INC LO US 3,008.0 (1,513.0) 1,079.0 MARRIOTT INTL-A MAR US 5,910.0 (781.0) (1,234.0) MEAD JOHNSON MJN US 2,766.8 (168.0) 689.6 MERITOR INC MTOR US 2,553.0 (983.0) 180.0 MERRIMACK PHARMA MACK US 85.3 (21.7) 39.4 MONEYGRAM INTERN MGI US 5,175.6 (110.2) (40.4) MOODY'S CORP MCO US 2,876.1 (158.4) 290.4 NATIONAL CINEMED NCMI US 820.2 (346.8) 68.4 NAVISTAR INTL NAV US 11,503.0 (190.0) 2,238.0 NEXSTAR BROADC-A NXST US 595.0 (183.4) 39.6 NPS PHARM INC NPSP US 214.0 (46.1) 156.0 NYMOX PHARMACEUT NYMX US 6.4 (5.2) 2.9 OMEROS CORP OMER US 27.0 (5.6) 7.0 OTELCO INC-IDS OTT US 317.7 (12.4) 18.6 OTELCO INC-IDS OTT-U CN 317.7 (12.4) 18.6 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 269.5 (204.3) 100.5 PEER REVIEW MEDI PRVW US 0.0 (2.5) (2.6) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 302.4 (106.2) 45.8 REGAL ENTERTAI-A RGC US 2,341.3 (572.5) 2.8 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 152.4 (76.1) (32.3) REVLON INC-A REV US 1,157.1 (692.9) 183.3 RSC HOLDINGS INC RRR US 3,141.0 (38.4) (1.0) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,792.7 (168.5) 482.3 SINCLAIR BROAD-A SBGI US 1,571.4 (111.4) 14.1 SUN COMMUNITIES SUI US 1,368.0 (100.7) - TAUBMAN CENTERS TCO US 3,336.8 (256.2) - THERAVANCE THRX US 258.8 (87.1) 199.3 UNISYS CORP UIS US 2,612.2 (1,311.0) 487.3 VECTOR GROUP LTD VGR US 927.8 (89.0) 194.5 VERISIGN INC VRSN US 1,856.2 (88.1) 788.9 VERISK ANALYTI-A VRSK US 1,541.1 (98.5) 104.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,121.6 (409.8) (279.7) ********* 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. 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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 ***