/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120424.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 24, 2012, Vol. 16, No. 113 Headlines 1500 SOUTH: Voluntary Chapter 11 Case Summary 24/7 FITNESS: John Brinson to Step Down as Chief Executive Officer 30DC INC: Incurs $47,600 Net Loss in Dec. 31 Quarter 400 BLAIR: Plan Solicitation Exclusivity Expires May 23 708 UNDERHILL: Case Summary & 15 Largest Unsecured Creditors 824 SOUTH: Court Nixes Bid to Release Funds From NY Bank ADVANTAGE INC: Tennessee's Access Car Rental Files; Trustee Sought ADVANTAGE INC: Case Summary & 20 Largest Unsecured Creditors AGS HOLDINGS: S&P Assigns B- Corp. Credit Rating; Outlook Negative AINSWORTH LUMBER: S&P Affirms 'B-' Corp. Credit Rating; Off Watch ALEXANDER SRP: Court OKs Scroggins & Williamson as Attorneys ALEXANDER SRP: Court Approval Hunter MacLean as Attorneys ALEXANDER SRP: Court Approves Baker Donelson as Special Counsel ALPHARETTA HOSPITALITY: Case Summary & 20 Largest Unsec Creditors AMERICAN AIRLINES: US Airways Moves Closer to Takeover Bid AMERICAN AIRLINES: Judge Lane Begins Hearing on CBA Rejections AMERICAN AIRLINES: U.S. Trustee Forms Retiree Committee AMERICAN AIRLINES: Proposes to Resume Payments to Boeing, Airbus AMERICAN AIRLINES: Proposes Brinks Hofer as Corporate Counsel AMERISTAR CASINOS: S&P Keeps 'B+' Note Rating After $240M Add-On APOSTOLIC ALLIANCE: Case Summary & 4 Largest Unsecured Creditors APPALACHIAN FUELS: Panel's Avoidance Suit Stays in Bankr. Court ARCADIA RESOURCES: Forbearance with Comerica Expires April 30 B & M LINEN: Case Summary & 20 Largest Unsecured Creditors BAKERS FOOTWEAR: Board Adopts 2012 Incentive Compensation Plan BAUSCH & LOMB: S&P Rates $3.5-Bil. Senior Secured Facility 'B+' BAYRIDGE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors BENNY'S MART: Case Summary & 15 Largest Unsecured Creditors BERNARD L. MADOFF: Picower Estate's $7.2-Bil. Forfeiture Is Upheld BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow BLOCKBUSTER INC: $27.9-Mil. Interim Distribution Approved BRUNSWICK CORP: Moody's Upgrades CFR to 'Ba3'; Outlook Stable CATASYS INC: CEO Terren Peizer Holds 58.6% of Common Shares CDC CORP: Wants to Sell Certain Assets of Non-Debtor Affiliates CELL THERAPEUTICS: Incurs $17.4 Million Net Loss in Q1 CHINA TEL GROUP: Unit Has Cooperation Agreement with Aerostrong CHRISTIAN BROTHERS: Taps Newmark & Company to Sell New York Assets CNC DEVELOPMENT: Delays Annual Report for 2011 CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1 COMPLETE PROPERTY: Voluntary Chapter 11 Case Summary CUMULUS MEDIA: Files Form S-1, Registers Class A & B Shares DAIRY PRODUCTION: AFS-Sponsored Plan Declared Effective DECORATOR INDUSTRIES: Manager Acquires Abbotsford Plant for $1.3MM DELTA PETROLEUM: Shareholder Hits Execs. With Class Suit DEVLIN & ROBINSON: 11th Cir. Says Founder Owns 1/4 of Fee Award DEWEY & LEBOEUF: Owes $75MM to Banks; Greenberg Confirms Talks DIGITILITI INC: Jack Scheetz Resigns from Board of Directors DUNE ENERGY: Amends 2012 Stock Incentive Plan Awards EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary EDGEN MURRAY: S&P Puts 'B-' Corp. Credit Rating on Watch Positive EMERALD PERFORMANCE: Moody's Assigns 'B2' CFR; Outlook Stable EMMIS COMMUNICATIONS: B. Radoff Holds 5.9% of Class A Shares ENTERGY CORPORATION: Moody's Issues Summary Credit Opinion EPAZZ INC: M&K CPAS Succeeds Lake & Associates as Accountants EVERYWARE INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable FGIC CORP: Chapter 11 Plan of Reorganization Confirmed FOUR SEASONS: Hearing on Case Dismissal Continued Until May 16 FRANCISCAN COMMUNITIES: St. Mary's in Illinois Brings in $18.8MM FREESCALE SEMICON: Fitch's Rating Actions Affect $7-Bil. Debt FW VALENCIA: Case Summary & 20 Largest Unsecured Creditors GATEWAY METRO: Hearings on Cash Use, Exclusivity Set for May 3 GATEWAY METRO: Taps Seyfarth Shaw as Special Real Estate Counsel GENERAL MARITIME: Files Technical Ch. 11 Plan Modifications GENERAL MOTORS: Court Dismisses Tort Suit Against GM Canada GENTA INC: Has 2.2 Billion Outstanding Common Shares GETTY PETROLEUM: Court Lifts Stay for Robert's Convenience GETTY PETROLEUM: Has Until July 2 to Decide on Master Lease GLOBAL AVIATION: Lowenstein Sandler OK'd as Committee's Counsel GOODMAN NETWORKS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg GRACEWAY PHARMA: Chapter 11 Liquidation Plan Confirmed GRUBB & ELLIS: Seeks Approval of Duer's Employment Agreement GRUBB & ELLIS: Becomes Newmark Grubb Knight Frank After Sale GSC CAPITAL: Black Diamond's Plan Declared Effective March 16 HACIENDA ANA: Case Summary & 3 Largest Unsecured Creditors HICKORY PRINTING: Suit Over Fire Sale Survives Motion to Dismiss HOTI ENTERPRISES: Plan Confirmation Hearing Scheduled for May 3 INDIANAPOLIS DOWNS: To Face $17MM Casino Contract, IP Claims INDYMAC BANCORP: Trustees Beats FDIC in Race for Tax Refunds INTCOMEX INC: Moody's Affirms 'B3' CFR; Outlook Stable INTEGRATAS SECURITY: Voluntary Chapter 11 Case Summary INVESTORS LENDING: US Trustee, Committee Balk at Plan Outline ISHARES EMERGING: S&P Rates Fund Credit Quality 'BB-f/S4' JEFFRIE LONG: Accord Voids Valleycrest's Judicial Lien JEFFERSON COUNTY: Alabama Counties Eligible for Bankruptcy JOBSON MEDICAL: Prepackaged Plan Declared Effective March 20 KEVIN GUAY: Dismissal of Claims Over Illegal Search Affirmed LA BOTA: Court Orders Schneider National's Lease Remains Valid LAGUNA DEVELOPMENT: Fitch Affirms Rating on Revenue Bonds at 'BB+' LANDAMERICA FINANCIAL: Creditors' Trustee Collects $37.9-Mil. LAREDO PETROLEUM: Moody's Upgrades CFR to 'B1'; Outlook Stable LARSON LAND: Onion Producer Denied Use of Lender Cash LENNY DYKSTRA: Criminal Problems Multiply LEVI STRAUSS: Three Directors Elected at Annual Meeting LOCATION BASED TECH: Maturity of Silicon Loan Extended to Oct. 5 MARIANA RETIREMENT FUND: Minutes of April 20 Court Hearing MARIANA RETIREMENT FUND: Files Unsecured Creditors' List MEDICURE INC: Swings to C$353,000 Net Loss in Fiscal Q3 MERCED FALLS: Plan Outline Adequacy Hearing Scheduled Thursday MGM RESORTS: Has Supplemental Indenture with U.S. Bank MSCI INC: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable NASSAU BROADCASTING: Lenders Set Procedures to Buy Business NATIVE WHOLESALE: Has Until May 25 to Propose Chapter 11 Plan NEWLAND INT'L: Fitch Cuts $220MM Sr. Secured Notes Rating to 'Csf' NEWPAGE CORP: Creditors Want Insider Trading Info From Cerberus O&G LEASING: Resolves Matters on Lead/Secondary Bid Designation OILSANDS QUEST: Founder C. Hopkins Resigns for Personal Reasons OLSEN AGRICULTURAL: Amended Plan Includes Global Settlement OSAGE EXPLORATION: Issues $2.5-Mil. Promissory Note to Boothbay OSMOSE HOLDINGS: Moody's Assigns 'B1' CFR, Rates Bank Debt 'B1' PACIFIC MONARCH: Plan Exclusivity Expires Tomorrow PACIFIC MONARCH: Has Deal Extending Cash Use Until April 30 PFF BANCORP: HoldCo Objects to Ch. 11 Liquidation Plan PIAZZA MASONRY: Case Summary & Largest Unsecured Creditor PINNACLE AIRLINES: Hearing on DIP Financing Adjourned to May 16 PINNACLE AIRLINES: Common Stock Delisted from NASDAQ PJ FINANCE: Plan Confirmation Hearing to Start May 8 PJ FINANCE: Committee Taps WDC Solutions as Disbursing Agent PJ FINANCE: Reaches Stipulation With Lexington Insurance PJCOMN ACQUISITION: Papa John's to Buy CO & MN Outlets for $5.25MM PRICHARD, AL: Eligible for Chapter 9 Bankruptcy PRIME EAST: Case Summary & 3 Largest Unsecured Creditors PRINCETON REVIEW: Common Stock Delisted from NASDAQ PROSPECT MEDICAL: S&P Rates New $325-Mil. Sr. Secured Notes 'B-' RAYMA FOOD: Case Summary & 20 Largest Unsecured Creditors RAYMA REAL ESTATE: Voluntary Chapter 11 Case Summary REAL ESTATE ASSOCIATES: Divests Investment in Richards Park REDDY ICE: Has $70MM Revolving Credit Facility with Macquarie REDDY ICE: Wins Court Nod to Conduct Rights Offering REDDY ICE: Taps FTI, Jefferies Co. as Financial Advisors REDDY ICE: Court Approves KCC as Claims Agent REDDY ICE: Committee Unsecured Creditors Appointed RMP ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors ROBERTS HOTEL: 2 Hotel Portfolios in Chapter 11 Bankruptcy ROOMSTORE INC: Closes Grand Prairie Distribution Center ROSETTA GENOMICS: Gets NonCompliance Notice from NASDAQ S C PRESTIGE: Voluntary Chapter 11 Case Summary SCANA CORPORATION: Moody's Issues Summary Credit Opinion SEVEN ARTS: Voluntary Chapter 11 Case Summary SHENGDATECH INC: Has Until June 18 to Propose Chapter 11 Plan SHWINCO OF ALABAMA: Case Summary & 20 Largest Unsecured Creditors SNP BOAT: Dist. Court Rules in Hotel Le St. James Discovery Rift SOLAR TRUST: Can't Sell Solar Projects, Chevron Says ST. JOSEPH: Fitch Affirms 'CCC' Rating on $18.3MM 1999 Bonds STEPHEN ALLEN WEST: Seeks to Close Bankruptcy Case SUSTAINABLE ENVIRONMENTAL: To Be Acquired by Cancen for US$34.4MM T-GREEN CARTING: Case Summary & 3 Largest Unsecured Creditors T. & F. INCORPORATED: Case Summary & 5 Largest Unsecured Creditors TAHITIAN INN: Files for Chapter 11 Bankruptcy Protection TRAINOR GLASS: Gets Final Approval to Access FMB's DIP Facility TRIDENT MICROSYSTEMS: Gets OK to Expand Scope of FTI Employment TRIMURTI INVESTMENTS: Sec. 341 Creditors' Meeting on May 14 UHF DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors UNITED SALVAGE: Case Summary & 20 Largest Unsecured Creditors UNITY VILLAGE: Case Summary & 6 Largest Unsecured Creditors US AIRWAYS: Significant Improvements Cue Fitch to Upgrade Ratings VELO HOLDINGS: Taps Alan M. Jacobs as Chief Restructuring Officer VELO HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee VELO HOLDINGS: Asks for Court OK to Hire Dchert as Bankr. Counsel VELO HOLDINGS: Wants to Hire Epiq Bankr. as Administrative Advisor VELO HOLDINGS: Taps Quinn Emanuel as Special Counsel VOXELOGIX CORP: Dental Firm Files for Chapter 11 Bankruptcy WESTCLIFF MEDICAL: Deal Resolving Phadia US's Claim Approved WPCS INTERNATIONAL: Multiband Discloses 9.9% Equity Stake YRC WORLDWIDE: Wants to Amend Credit Agreement with JPMorgan * Bankruptcy Leaders Call for Chapter 11 Overhaul: ABI * Moody's Says Risks Remain for US Homebuilding Sector in 2012 * Reference Withdrawn When Plan Already Confirmed * U.S. Senate Extends 30 Temporary Bankruptcy Judgeships * Adam Paul Among Law360's Top Bankruptcy Attorneys Under 40 * Large Companies With Insolvent Balance Sheets ********* 1500 SOUTH: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 1500 South Central, LLC 1500 South Central Ave. Los Angeles, CA 90021 Bankruptcy Case No.: 12-24032 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Thomas B. Donovan Debtor's Counsel: Edmond Nassirzadeh, Esq. NASS LAW FIRM 9454 Wilshire Blvd., Suite 700 Beverly Hills, CA 90212 Tel: (310) 858-7755 Fax: (310) 858-2255 E-mail: ed@nasslawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Isaac Dayan, manager. 24/7 FITNESS: John Brinson to Step Down as Chief Executive Officer ------------------------------------------------------------------ Tyrone Richardson, writing for The Morning Call, reports that, under an agreement filed in U.S. bankruptcy court last week, John F. Brinson will step down as CEO of Lehigh Valley Racquet and 24/7 Fitness Clubs on May 1, but will continue as owner and board chairman of the regional chain he founded more than 30 years ago. According to the report, the agreement dismisses the reorganization Mr. Brinson initiated last month when he filed under Chapter 11, citing about $12 million in debts. Leadership for the club's three locations will shift to Doug Cash, a fitness club consultant based in Chicago, who has been working with 24/7 Fitness Clubs for three years. Mr. Cash owns CashFlowTennis, a consulting business that specializes in turning around tennis and athletic clubs. The report relates Nova Bank, which holds $8.6 million of the 24/7 Fitness Clubs' loans, agreed to the leadership change, said Jeffrey Kurtzman, Esq., a Philadelphia lawyer representing the bank. The debt will be in forbearance, or suspended, for about six months, Mr. Kurtzman said. The report, citing court documents, relates Nova said payment issues started soon after the club secured its roughly $8 million mortgage in 2007 and that the business was unable to generate the cash flow needed to repay the loan, which resulted in defaults. Even before Mr. Brinson filed in bankruptcy court, Nova had recommended he hire a restructuring officer to help with financial problems. The report says two weeks after Mr. Brinson's March 5 filing, Nova submitted a motion for the court to appoint a trustee to oversee the business, saying Mr. Brinson was "incapable of devising or implementing a turnaround strategy and was unwilling to explore alternatives." The bank also contended: "At the initial cash collateral hearing in these cases, this court was able to observe firsthand Mr. Brinson's inability to demonstrate a command of basic accounting and financial management issues affecting the debtors and their business operations." The report notes the court had not yet ruled on the bank's motion when the agreement was filed. Nova attributed Mr. Brinson's initial refusal of professional management to "his emotional attachment to businesses which he founded." The report notes the club's motion for dismissal is scheduled to be signed April 26 by U.S. Bankruptcy Judge Richard E. Fehling. 30DC INC: Incurs $47,600 Net Loss in Dec. 31 Quarter ---------------------------------------------------- 30DC, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $47,614 on $507,873 of total revenue for the three months ended Dec. 31, 2011, compared with a net loss of $146,769 on $568,355 of total revenue for the same period during the prior year. The Company reported a net loss of $282,670 on $923,131 of total revenue for the six months ended Dec. 31, 2011, compared with a net loss of $1.08 million on $970,557 of total revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $1.77 million in total assets, $2.08 million in total liabilities and a $315,408 total stockholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/yWjozU About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. The Company reported a net loss of $1.44 million for the fiscal year ended June 30, 2011, following a net loss of $1.06 million in fiscal 2010. 3ODC reported a net loss of $176,941 on $415,258 of revenues for first quarter ended Sept. 30, 2011. As of Dec. 31, 2011, the Company has a working capital deficit of approximately $1,873,000 and has accumulated losses of approximately $3,050,100 since its inception. The Company's ability to continue as a going concern is dependent upon its ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon attaining profitable operations. The Company does not have sufficient capital to meet its needs and continues to seek loans or equity placements to cover those cash needs. No commitments to provide additional funds have been made and there can be no assurance that any additional funds will be available to cover expenses as they may be incurred. If the Company is unable to raise additional capital or encounters unforeseen circumstances, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, issuance of additional shares of the Company's stock to settle operating liabilities which would dilute existing shareholders, curtailing its operations, suspending the pursuit of its business plan and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York, expressed substantial doubt about 30DC's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2011. The independent auditors noted that the Company has had recurring losses, and has a working capital and stockholders' deficiency as of June 30, 2011. 400 BLAIR: Plan Solicitation Exclusivity Expires May 23 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey extended until May 23, 2012, 400 Blair Realty Holdings, L.L.C.'s exclusive period to solicit acceptances for its proposed Plan of Reorganization. The Debtor related that the registered holders of Solomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-C2, through its trustee, Wells Fargo Bank, N.A., agreed to the solicitation period extension. The Debtor said that subsequent to the Jan. 9, 2012 hearing, the Debtor and SBMS agreed that the Court must proceed with the valuation portion of the confirmation hearing prior to the Debtor's commencement of the solicitation process. As reported in the TCR on Oct. 14, 2011, the Debtor has filed a Plan under which the Debtor will seek to unwind in bankruptcy court a deal entered into by a state court-appointed receiver that sold the Debtor's real property in Carteret, New Jersey. The Debtor had a contract pre-bankruptcy to sell the property to Digital Realty Trust, L.P., for $12.5 million. That agreement, however, was modified in part as a result of Onyx Equities LLC, the receiver, having leased a portion of the Property and Digital's agreement to take title to the property with the tenant in place. Onyx was given approval by the court to conduct a foreclosure sale. According to the Debtor, the prospective purchaser dealt directly with Onyx to purchase the property for less than the contract price. The Debtor believes that the value of the property is at least $13 million. The Debtor intends to seek removal of the receiver and seek costs and damages associated with the receiver's actions. United States Land Resources, L.P., which holds a 50% equity interest in the Debtor, will provide funding for the Plan. About 400 Blair Realty 400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was formed in June 2000 to acquire real property improved with 181,000 sq. ft industrial building situated on 14.7 acres located at 400 Blair Road, Carteret, Middlesex County, New Jersey. The Property was acquired on Aug. 6, 1999. United States Land Resources, L.P., holds a 50% equity interest in 400 Blair. USLR's general partner is United States Realty Resources, Inc., and Lawrence S. Berger is the president of USRR. 400 Blair's other member is Success Treuhand GmbH, which holds a 50% equity interest. Success is a trust set up under German law. Success operates much like a United States trust company. Success' sole owner is Eckart Straub, a German national. 400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-37887) on Sept. 23, 2011, after a court appointed a receiver for its property and ordered a foreclosure sale. Judge Michael B. Kaplan presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Lawrence S. Berger, manager. The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey. 708 UNDERHILL: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 708 Underhill Ave. Corp. c/o Christopher O'Keefe 36 Farrington Road Croton-on-Hudson, NY 10520 Bankruptcy Case No.: 12-22729 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. 235 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 E-mail: reichlaw@aol.com Scheduled Assets: $1,788,150 Scheduled Liabilities: $2,018,580 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/nysb12-22729.pdf The petition was signed by Christopher O'Keefe, president. 824 SOUTH: Court Nixes Bid to Release Funds From NY Bank -------------------------------------------------------- Bankruptcy Judge Allan L. Gropper denied the request of 824 South East Boulevard Realty, Inc., to compel New York National Bank to release funds to the Debtor's principal, Rodolfo Murcia, pursuant to Sec. 105 of the Bankruptcy Code. Mr. Murcia asserts that the funds at issue belong to him, but are being held in escrow as a result of a judgment against the Debtor in a state court proceeding. Judge Gropper said the motion is procedurally defective and the Court cannot grant the requested relief in any event. A copy of the Court's April 19, 2012 Memorandum of Decision and Order is available at http://is.gd/6R0s0Yfrom Leagle.com. 824 South East Boulevard Realty, Inc., filed for bankruptcy (Bankr. S.D.N.Y. Case No. 11-15728) on Dec. 14, 2011, listing two properties in its petition. The first property, located at 824 Southern Boulevard, Bronx, New York 10459, is an apartment building with 58 rental apartment units currently under the control of a state court-appointed receiver. The second property, located at 1129 Virginia Avenue, Bronx, New York, is a vacant two- family home. Manuel D. Gomez & Associates, P.C., serves as the bankruptcy counsel. The Debtor scheduled $2,795,932 in assets and $14,569,740 in liabilities. The petition was signed by Rudolfo Murcia, president and owner. ADVANTAGE INC: Tennessee's Access Car Rental Files; Trustee Sought ------------------------------------------------------------------ Advantage Inc., dba Access Car Rental, filed a petition for bankruptcy reorganization (Bankr. M.D. Tenn. Case No. 12-03691) in Nashville on April 19. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, on April 20, the secured lender filed a motion for appointment of a Chapter 11 trustee. 1st Source Bank, owed $5.2 million, contends Access "fraudulently submitted requests" for advances and used loan proceed to purchase 132 automobiles without giving 1st Source a lien on the vehicles. The bank also alleges that Access sold 100 vehicles without turning over sale proceeds. The bankruptcy judge scheduled a hearing on May 1 to decide if company managers should be supplanted by a trustee who would run the business and decide whether it should be reorganized or liquidated. The petition by the Nashville-based company says assets and debt are both less than $10 million. ADVANTAGE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Advantage, Inc. 206 12th Avenue South Nashville, TN 37203 Bankruptcy Case No.: 12-03691 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Randal S. Mashburn About the Debtor: The Debtor is doing business as car rental chain Access Car Rental. It has 8 locations in Tennessee. Debtor's Counsel: Deaver Hiatt Collins, Esq. G. Rhea Bucy, Esq. Linda W. Knight, Esq. Thomas H. Forrester, Esq. GULLETT, SANFORD, ROBINSON, MARTIN 150 Third Avenue South, Suite 1700 Nashville, TN 37201 Tel: (615) 244-4994 Fax: (615) 256-6339 E-mail: hcollins@gsrm.com Rbucy@GSRM.com LKNIGHT@GSRM.COM TForrester@GSRM.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 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb12-03691.pdf The petition was signed by Robert Mark Mooneyham, president. AGS HOLDINGS: S&P Assigns B- Corp. Credit Rating; Outlook Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned Henderson, Nev.-based AGS Holdings LLC its 'B-' corporate credit rating. The rating outlook is negative. "At the same time, we assigned our preliminary 'B-' issue-level rating with a preliminary recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a default, to the company's proposed $150 million senior secured notes due 2017," said Standard & Poor's credit analyst Carissa Schreck. "We will finalize the rating upon review of final documentation of the notes. The company plans to use proceeds from the proposed notes, along with a $30 million equity contribution from its sponsor Alpine Investors, to repay its existing credit facility (which had a balance of approximately $131 million at Dec. 31, 2011), buy out the existing Bluberi Gaming Technologies distribution agreement (about $23 million), repay a portion of holding company notes (about $9 million), and pay fees and expenses." "While not yet committed, AGS also plans to enter into a new $20 million revolving credit facility some time after the closing of the proposed senior secured notes transaction, and we have factored this into our recovery analysis. Absent the addition of a revolving credit facility, our expectation of recovery on the senior secured notes improves to the high end of the 50% to 70% range and the recovery rating would remain a '3'," S&P said. "Our existing ratings, including our 'B-' corporate credit rating and negative rating outlook, on AGS LLC, a wholly owned subsidiary of AGS Holdings LLC and the borrower under the current credit facility, remain unchanged. In the event AGS successfully closes the proposed financing, we expect to withdraw our corporate credit and issue-level ratings on AGS LLC," S&P said. AINSWORTH LUMBER: S&P Affirms 'B-' Corp. Credit Rating; Off Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services removed all its ratings on Ainsworth Lumber Co. Ltd. from CreditWatch, where they had been placed with negative implications Jan. 13, 2012. At the same time, Standard & Poor's affirmed all its ratings on Ainsworth, including its 'B-' long-term corporate credit rating on the company. "The negative outlook reflects our expectations that while the company's liquidity will not deteriorate as severely as we had expected previously, its credit metrics will remain weak with slightly negative free cash generation," said Standard & Poor's credit analyst Jatinder Mall. "The ratings on Ainsworth reflect Standard & Poor's view of the company's exposure to cyclical housing construction markets and to volatile commodity oriented strandboard (OSB) prices, limited asset and product diversification, and a highly leveraged capital structure. We believe these risks are partially mitigated by the company's low-cost position stemming from strong Canadian assets, higher revenues generated through value-added products, and what we consider adequate liquidity to weather weak industry conditions," S&P said. Ainsworth is a leading OSB producer in North America, with total annual operating capacity of about 2.5 billion square feet of OSB at its four mills in Canada, although production at its High Level, Alta., mill has been curtailed since 2007. "The negative outlook on Ainsworth reflects Standard & Poor's expectations that although the company's liquidity will not deteriorate as severely as previously expected, its credit metrics will remain weak with slightly negative free cash generation. Overall, we believe profitability will be moderately stronger in 2012 given the recovery in commodity OSB prices seen so far this year. For the next year, we expect the company to continue operating at full capacity, and for EBITDA to be sufficient to cover cash interest expense, resulting in slightly negative free operating cash flows. We could lower the ratings if average realized OSB prices fall to C$180 per thousand square foot in 2012, leading to a decline in liquidity to below C$30 million. An upgrade in the near term in unlikely but would require improvement in Ainsworth's profitability, with sustained leverage below 5x," S&P said. ALEXANDER SRP: Court OKs Scroggins & Williamson as Attorneys ------------------------------------------------------------ Alexander SRP Apartments sought and obtained approval from the U.S. Bankruptcy Court to employ Scroggins & Williamson, P.C., as attorneys. The firm, among other things, will: a. prepare of pleadings and applications; b. conduct of examinations; and c. taking any and all other action incidental to the proper preservation and administration of Applicant's estate and business. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Attorneys $185-410 legal assistants $75-$150 The firm is currently holding $55,000 as Chapter 11 retainer and has been paid pre-petition $5,000 from an advance "evergreen" retainer for pre-bankruptcy services, including Chapter 11 planning and negotiations with creditors. Alexander SRP Apartments, the owner and operator of a 232-unit apartment complex known as Odyssey Lake Apartments, located in Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 12-20272) on March 5, 2012. The apartment is currently roughly 84% occupied. The Debtor said it is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B). Judge Susan D. Barrett oversees the case, taking over from Judge John S. Dalis. Robert M. Cunningham, Esq., at Hunter Maclean Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert Williamson, Esq., at Scroggins & Williamson, P.C., serve as counsel for the Debtor. In its schedules, the Debtor disclosed $23,210,058 in total assets and $17,745,240 in total liabilities. No Committee of Unsecured Creditors has been appointed. ALEXANDER SRP: Court Approval Hunter MacLean as Attorneys --------------------------------------------------------- Alexander SRP Apartments sought and obtained approval from the U.S. Bankruptcy Court to employ Hunter, MacLean, Exley & Dunn, P.C. attorneys. The firm, among other things, will: a. prepare of pleadings and applications; b. conduct of examinations; and c. taking any and all other action incidental to the proper preservation and administration of Applicant's estate and business. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Attorneys $180-375 legal assistants $125-160 Alexander SRP Apartments, the owner and operator of a 232-unit apartment complex known as Odyssey Lake Apartments, located in Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 12-20272) on March 5, 2012. The apartment is currently roughly 84% occupied. The Debtor said it is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B). Judge Susan D. Barrett oversees the case, taking over from Judge John S. Dalis. Robert M. Cunningham, Esq., at Hunter Maclean Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert Williamson, Esq., at Scroggins & Williamson, P.C., serve as counsel for the Debtor. In its schedules, the Debtor disclosed $23,210,058 in total assets and $17,745,240 in total liabilities. No Committee of Unsecured Creditors has been appointed. ALEXANDER SRP: Court Approves Baker Donelson as Special Counsel --------------------------------------------------------------- Alexander SRP Apartments sought and obtained approval to employ Baker Donelson, Bearman, Caldwell & Berkowitz, PC as special counsel. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Attorneys $235-375 legal assistants $200-300 Baker Donelson received a pre-petition retainer in the amount of $1,500. Alexander SRP Apartments, the owner and operator of a 232-unit apartment complex known as Odyssey Lake Apartments, located in Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 12-20272) on March 5, 2012. The apartment is currently roughly 84% occupied. The Debtor said it is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B). Judge Susan D. Barrett oversees the case, taking over from Judge John S. Dalis. Robert M. Cunningham, Esq., at Hunter MacLean Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert Williamson, Esq., at Scroggins & Williamson, P.C., serve as counsel for the Debtor. In its schedules, the Debtor disclosed $23,210,058 in total assets and $17,745,240 in total liabilities. No Committee of Unsecured Creditors has been appointed. ALPHARETTA HOSPITALITY: Case Summary & 20 Largest Unsec Creditors ----------------------------------------------------------------- Debtor: Alpharetta Hospitality, LLC dba Shlok Lounge dba Tadka Retaurant & Banquets dba Inchin's Bamboo Garden Restaurant 11105 Statebridge Rd. Suite 200 Alpharetta, GA 30022 Bankruptcy Case No.: 12-60052 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Paul W. Bonapfel Debtor's Counsel: Brian C. Near, Esq. THE NEAR LAW FIRM 3690 Holcomb Bridge Rd., Suite B Norcross, GA 30092 Tel: (770) 242-0850 Fax: (404) 521-4167 E-mail: nearlawfirm@hotmail.com Estimated Assets: not indicated Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-60052.pdf The petition was signed by Rakesh Panday, managing member. AMERICAN AIRLINES: US Airways Moves Closer to Takeover Bid ---------------------------------------------------------- US Airways Group, Inc., is moving closer towards its plan of making a takeover bid for American Airlines by reaching agreements on contract terms with the major unions of the AMR Corp.-owned carrier, Mary Schlangenstein of Bloomberg News reported. On April 20, 2012, US Airways told the U.S. Securities and Exchange Commission that it had reached agreements for collective bargaining agreements that would govern the American Airlines employees represented by the Transport Workers Union of America, Association of Professional Flight Attendants and Allied Pilots Association. US Airways recognized that the effectiveness of those agreements is contingent upon a business combination involving the Company and AMR in connection with the pending the pending bankruptcy case of AMR. "No agreement for that business combination has been reached," US Airways however clarified in the regulatory filing. Still, the US Airways merger bid would save at least 6,200 jobs that American wishes to cut, US Airways Chief Executive Officer Doug Parker said in an April 20, 2012 letter to employees. The agreements widen the rift between American and the unions who are fighting the carrier's plan to cut 13,000 jobs and save up to $1.25 billion in annual employee costs, according to Bloomberg. American and the unions face an April 23, 2012 hearing with respect to the carrier's proposal to reject collective bargaining agreements with three of its major unions. "It's completely poisoned any type of attempt to move forward," Jay Sorensen, president of Shorewood, Wisconsin-based IdeaWorks told Bloomberg. Mr. Sorensen said the unions are supposed to be negotiating in good faith with the airline, and while they are at it, "they've already struck a deal with a third party," the report relayed. Jeff Kauffman, a Sterne Agee & Leach Inc. analyst, however believes that "It's a defensive move by the unions and it's an offensive move by US Airways to force their way to the table," Bloomberg relayed. The labor groups, who are also members of the AMR's statutory committee of unsecured creditors, are endorsing a suitor that has not publicly outlined how a merger would work even as American seeks to stay a leaner company upon bankruptcy exit, the report noted. Company spokesperson Bruce Hicks maintained that union support for US Airways does not "in any way alter" AMR's goal of restructuring in bankruptcy, according to an e-mailed statement to Bloomberg. Mr. Hicks added that the company is making "substantial progress." "Our airline's future is far brighter with this transaction and the US Airways' team," the Association of Professional Flight Attendants said in an e-mailed statement to members, Bloomberg relayed. Based on union documents sent to flight attendants obtained by Bloomberg, the members would not face furloughs under a US Airways takeover, while their pension plan would be frozen and replaced with 401(k) retirement accounts. Allied Pilots Association David Bates said that their leaders produced more in a week of bargaining with US Airways than in negotiations with American back in 2006, and proposed contract language will be completed and sent to union members for a vote, Bloomberg relayed. Mr. Bates said that the union "does not believe that AMR's business plan will produce an airline that is viable long term," the report noted. Officers from the APA and the US Airline Pilots Association will meet next week to discuss a potential combination, the union for US Airways said. A separate report by The Wall Street Journal disclosed that US Airways' offer would provide 5.5% raise and 3% increases a year for five years. TWU President Jim Little said in a letter to members that support for a possible US Airways merger is one part of the union's strategy to gain the best outcome for members, Bloomberg relayed. Notwithstanding its support for a US Airways takeover, the TWU continues its talks with American to reach a consensual contract, the report noted. Bloomberg notes that a merged airline would be the largest in the world by passenger traffic, surpassing United Continental Holdings Inc. The company would keep the American name and Dallas-Fort Worth headquarters, Bloomberg relayed, citing US Airways' terms in documents provided to the unions. For its part, the Allied Pilots Association that the merged company would stay in the Oneworld airline alliance and complete pending jet orders with Boeing Co. and Airbus SAS, the report noted. Before US Airways' announcement regarding its accord with the unions, an AMR executive questioned US Airways's ability to pull off a successful merger, according to separate Bloomberg report. In a memo to AMR CEO Tom Horton, AMR Vice President for Flight John Hale said that the pilots have very serious concerns about the bid from US Airways, Bloomberg relayed. "There's little indication from anyone I've spoken to that a takeover by US would produce greater opportunity for our pilots than American's business plan," Mr. Hale stated. The APA called the memo "a bit of a publicity stunt," Bloomberg relayed. Separately, Southwest Airlines Co. CEO Gary Kelly said in a recent conference call that lower costs at American will make it a tougher competitor for Southwest, The Associated Press reported. This will force Southwest to control its own costs, which have been rising, the CEO stated. Mr. Kelly however believes that American will be a more formidable competitor if the carrier is able to get its finances in order and bring its costs down, the report added. S&P Keeps AMR, US Airways Ratings Standard & Poor's Ratings Services said on April 20 that its ratings and outlook on US Airways Group Inc. (B-/Stable/--) and AMR Corp. (D/--) are not changed by US Airways' April 20 Form 8-K filing disclosing that it has signed agreements with American Airlines Inc.'s (AMR's major operating subsidiary, also rated D/--) three main unions. The agreement would govern collective bargaining agreements if the airlines were to merge. The agreement is only the first step in a potentially lengthy merger process, which would also need approval by AMR's creditors, management, and board. Under the current bankruptcy law, the judge can grant the company the exclusive right to propose a reorganization plan for up to 18 months. In addition, AMR's management has indicated its desire to remain independent, having developed a stand-alone business plan that it projects will result in $2 billion of cost savings and $1 billion of incremental revenue by 2016. US Airways has unsuccessfully attempted to merge with other airlines in the past and has yet to combine its labor unions from its merger with America West Airlines in 2005. "Therefore, we believe adding a third group of employees to any combined entity likely would encounter problems. We will monitor the situation and take any necessary rating actions if and as a merger becomes more likely or more imminent. However, at this time, it is not clear if we would rate the combined airline higher than 'B-', our current US Airways rating," S&P said. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Judge Lane Begins Hearing on CBA Rejections -------------------------------------------------------------- AMR Corporation, American Airlines, Inc. and their debtor- affiliates submitted to Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York updated declarations in support of their motion to reject collective bargaining agreements pursuant to Section 1113 of the Bankruptcy Code. The Court will commence hearing on the Sec. 1113 Motion on April 23, 2012. The Court was scheduled to the parties' opening statements and the Debtors' affirmative case at the hearing. A. David L. Resnick David L. Resnick, managing director and chairman of Global Financing Advisory of Rothschild Inc., tells the Court that: * upon emergence from Chapter 11, AMR will require significant capital investment to support its restructuring strategy and business plan; * AMR's decision to freeze rather than terminate its defined benefit pension plans will necessitate sizeable pension cash contributions and increase its long-term obligations post- emergence; * AMR will require an adequate liquidity cushion post-Chapter 11 to withstand the varied exogenous shocks and risks that often confront the U.S. airline industry; * the relief sought in AMR's 1113 Motion is necessary for AMR to attract the level of capital investment it will need post- Chapter 11 and to thereafter sustain a successful reorganized operation; * the labor cost reductions requested in the 1113 Motion are necessary to ensure AMR's successful reorganization without which AMR will be unable to attract the requisite capital investment and have insufficient liquidity and financial flexibility; and * the various financial metrics on which AMR's Business Plan are based are reasonable and comparable to those of other U.S. airlines. A full-text copy of the Resnick Declaration is available for free at http://bankrupt.com/misc/AmAir_ResnickUpdatedDec.pdf B. Jerrold A. Glass Jerrold A. Glass, president of F&H Solutions Group, found that with respect to its CBA with Allied Pilots Association, American has the most restrictive scope clause among the major U.S. airlines due to its limited ability to generate revenues through code sharing and regional flying. He pointed out that American's pilot pay rates are among the highest in the market and its pay system is outdated. American's major work rules, he noted, do not allow its pilots to be as productive as pilots in the other major airlines. As to American's CBA with the Association of Professional Flight Attendants, American's pay rates remain above the average of other U.S. major airlines, Mr. Glass noted. He added that certain of American's work rules constrain the productivity of its flight attendants as compared to their peers at other major U.S. airlines. American's current contract with the Transport Workers Union severely limits outsourcing, Mr. Glass said. He commented that tens of thousands of jobs have been eliminated as airlines have been able to secure the same services at a much lower cost and with greater efficiency. The Debtors also filed with the Court additional source citations and corrections to the declaration of Mr. Glass. A copy of the updated Glass Declaration is available for free at http://bankrupt.com/misc/AmAir_GlassUpdatedDec.pdf C. Taylor M. Vaughn Taylor M. Vaughn, managing director - Employee Relations for American Airlines, Inc., told the Court that the Company and APFA's final negotiations occurred on March 27, 2012, when the parties met to discuss the Company's proposal to eliminate "open replacement" flight attendants, including differences in the two sides' valuation of that proposal. In April, Anne Loew, one of the APFA's leaders on its negotiating team, said in an e-mail response that APFA was effectively cutting off all further negotiations until after the hearing on American's Section 1113 motion. Ms. Low added, "There is no reason to meet so long as you maintain that $230m is non-negotiable." Mr. Vaughn maintained that neither he nor any member of the Company's negotiating team has ever told APFA that its $230 million cost reduction target is "non-negotiable." The Company believes that this amount represents a fair and equitable portion of the overall cost reductions the Company needs from its unionized and non-union employee groups to restructure successfully, and thus the Company's Section 1113 proposals is tied to this number, Mr. Vaughn said. The Debtors also filed with the Court amendments to Daniel M. Kasper's declaration, which is appended in the Sec. 1113 Motion, to incorporate these corrected exhibits, available for free at: * U.S. to Caribbean/Latin America routes, at http://bankrupt.com/misc/AmAir_CBAExhibit25A.pdf * FYE 2011Q3 Average Compensation per Employee, at: http://bankrupt.com/misc/AmAir_CBAExhibit52A.pdf The Debtors further filed with the Court a list of corrections to declarations of Jeffrey J. Brundage; Carolyn E. Wright; James B. Weel; Alexander Dichter; Sandra Loyal; Matthew Naughton; Brian J. McMenamy; Daniel M. Kasper; and Dennis Newgren in support of the Sec. 1113 Motions. A copy of the list is available for free at: http://bankrupt.com/misc/AmAir_CorrectionstoCBADeclarations.pdf Debtors React to Pilot Groups' Objections The Debtors respond to objections filed by former TWA pilots and "Supplement B" pilot beneficiaries to the Sec. 1113 Motion. Counsel to the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, notes that at the St. Louis hub American was adding as a result of the purchase of the Trans World Airlines, American reserved hundreds of captain positions for the former TWA pilots. Apparently, the St. Louis operation is profoundly inefficient and unprofitable, he states. Thus, American has now proposed "an orderly elimination of Supplement CC and closure of the STL pilot base..." More importantly, the Former TWA Pilots have no standing to file an objection, he contends. Indeed, the Former TWA Pilots anticipate a breach of duty of fair representation, but that assumption is factually founded and premature, he argues. Dennis Newgren, managing director, flight for American Airlines, said in an accompanying declaration that no agreement has been reached with the APA as to how to resolve issues with respect to the Supplement CC. The parties however have discussed two alternative proposals American has made seeking such a resolution, full-text copies of which are available for free at: http://bankrupt.com/misc/AmAir_SuppCCProposals.pdf In addition, the Debtors filed with the Court an updated exhibit "0902," which contains letters to the APA regarding SLT displacements. A full-text copy of the exhibit is available for free at: http://bankrupt.com/misc/AmAir_CBAExhibit902.pdf Notably, American had no duty under Section 1113 to bargain directly with either of the Former TWA Pilots or the Supplement B Pilots, Mr. Karotkin argues. Even before the Section 1113 process began, APA is the exclusive agent of American pilots for collective bargaining purposes, he points out. As with any other aspect of the collective bargaining agreement, Supplement B can be rejected so long as the requirements of Section 1113 are met, he asserts. On behalf of the Former TWA Pilots, the American Independent Cockpit Alliance, Inc., maintains that the AICA certainly has standing to objection to the Section 1113 Motion. It is beyond dispute that the AICA has already asserted contractual rights as a group of individual former TWA pilots, and may file even more grievances, counsel to the AICA, Nicholas P. Granath, Esq., at Seham, Seham, Meltz & Petersen LLP, in New York, contends. Those contractual rights establish creditor status regardless of whether the APA possesses exclusive bargaining rights, he insists. "The Debtors effectively concede in their response that the arbitral process it is currently negotiating with the APA over the elimination of Supplement CC is nothing more than a poorly veiled attempt to shield them and the APA from liability for a breach of the duty of fair representation," he maintains. The Supplement B Pilots assert that the Supplement B was intended to survive in perpertuity and the right to participate in any modification is a contract-based right. "The commitment should be honored -- particularly now when it is needed most; the diminishing size of the Supplement B group enhances; rather than detracts from, this obligation," they insist. Separately, the Association of Flight Attendants-CWA reserves its rights to be heard on the Section 1113 Motion, citing that the interests of members of AFA are likely to be impacted by the proceedings related to the Section 1113 process. Flight Attendant Supports Rejection of APFA CBA American flight attendant David E. Tripp filed with the Court a memorandum in support of American Airlines' motion to reject its agreement with the flight attendants' union. Mr. Tripp complains that the APFA agreement imposes time-consuming administrative record-keeping and payroll tasks on American, while effectively cutting the pay of employees. He alleges that the APFA managers effectively reward flight attendants "who are sloppy, overweight, inattentive and unkempt" by administratively deterring American from requiring and monitoring flight attendants' compliance with American's service guidelines, and onboard performance requirements. Thus, rejecting the APFA agreement will enable American to award the best performing flight crews in American's most important flight destinations, Mr. Tripp asserts. The seniority-based system of awarding flight assignments enables some flight attendants who are not the best representatives of American to work those assignments that fly where American's onboard representatives should be its best, he points out. He also notes that if the APFA agreement was rejected, flight attendants would receive some $500 a year more pay, he states. Rejecting the APFA agreement will also enable American to bring its own flight attendant personnel expenses in line with realistic comparable costs of other world carriers, he adds. Parties Object to Trial Exhibits Unions and the Pension Benefit Guaranty Corporation object to certain exhibits filed by the Debtors in support of the Sec. 1113 Motion. Copies of the lists detailing parties' objections to specific trial exhibits are available for free at: http://bankrupt.com/misc/AmAir_UnionObjstoDebExhibits.pdf http://bankrupt.com/misc/AmAir_PBGCObjstoDebExhibits.pdf In response, the Debtors disclosed that they have met and conferred with each of the objecting parties on a process for addressing those objections in the course of the evidentiary hearing. The Debtors thus filed with the Court copies of letters sent to each of the Unions and the PBGC, along with charts detailing the Debtors' responses to each of the Unions and the PBGC Objections, available for free at: http://bankrupt.com/misc/AmAirRestoPBGCObjections.pdf TWU Wants to Exclude Creditors' Committee in Trial The TWU wants the Court to exclude the Official Committee of Unsecured Creditors from participating in the Sec. 1113 trial. The TWU reasons that the Creditors' Committee excluded the union and each of the two other union members who sit on the Creditors' Committee from certain important deliberations inappropriately. The union further alleges that the Creditors' Committee is providing certain of its non-labor members with an opportunity "to use the Committee and its stature and resources as a tool to disproportionately benefit from the Chapter 11 process to the detriment of the TWU and its members." The TWU further seeks to strike any of its submissions related to the Sec. 1113 process. The TWU also seeks the Court's permission to file under seal certain portions of its motion, including exhibit thereto, under seal, as containing confidential and sensitive information. The TWU further seeks to schedule a hearing on the Motion in Limine prior to the commencement of the trial on the Sec. 1113 Motion on April 23, 2012. Sec. 1113 Hearing to Commence on April 23 The Court will commence hearing on the Sec. 1113 Motion on April 23, 2012. On April 23, the Court will hear the parties' opening statements and the Debtors' affirmative case. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: U.S. Trustee Forms Retiree Committee ------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 2, asks the Bankruptcy Court to approve the composition and appointment of members to the official committee of retired employees in the Chapter 11 cases of AMR Corp., American Airlines, Inc. Specifically, the U.S. Trustee recommends that the Retiree Committee be composed of five members, which would include two non-union retirees appointed by the U.S. Trustee and an authorized representative from the three eligible unions, which are the Association of Professional Flight Attendants, the Transport Workers Union of America and the Allied Pilots Association. The U.S. Trustee has appointed Charles Marlett and Rita Kepple as non-union members to the Retiree Committee. The U.S. Trustee also recommends that the Court appoint James Sovich as the authorized representative for the APA. If the Court adopts the union recommendations of the U.S. Trustee and the two non-union retiree appointees, the Retiree Committee would be composed of: * Laura Glading for the APFA; * Robert Gless for the TWU; * James Sovich for the APA * Charles Marlett for the Non-Union Retirees; and * Rita Keeple for the Non-Union Retirees. As reported in the March 30, 2012 edition of the Troubled Company Reporter, Judge Sean H. Lane approved a stipulation directing the appointment under Section 1114(d) of the Bankruptcy Code of an official committee of American Airlines retired employees. The parties to the stipulation are: -- AMR Corp. and its affiliates; -- the Official Committee of Unsecured Creditors; -- AMR Retirees Pension Protection Corporation; -- the Ad Hoc Committee of Passenger Service Agents; -- AMRRC Inc.; -- Transport Workers Union of America, AFL-CIO; -- U.S. Grey Eagles, Inc.; and -- the Association of Professional Flight Attendants About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Proposes to Resume Payments to Boeing, Airbus ---------------------------------------------------------------- AMR Corporation, American Airlines, Inc. and their debtor affiliates ask the Court to authorize the resumption of predelivery payments to The Boeing Company and Airbus, S.A.S., in accordance with prepetition purchase agreements. Before the Petition Date, the Debtors are party to contracts with Boeing with orders to purchase 290 aircraft with delivery dates continuing beyond 2017, and have options with Boeing to purchase an additional 175 aircraft. With respect to Airbus, the Debtors are party to a prepetition contract to purchase 260 aircraft with delivery dates continuing beyond 2017 and have options with Airbus to purchase an additional 365 aircraft. The aircraft to be purchased by the Debtors from Boeing and Airbus include orders for 230 next generation aircraft and the options include 340 next generation aircraft. The investment by American in newer, more efficient aircraft is critical to the implementation of the Debtors' business plan, will allow American to provide a superior in-flight experience to its customers, and will generate significant fuel and maintenance savings by allowing American to replace its aging MD80 and B757 aircraft, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court. The aggregate amount of PDPs that were scheduled to be paid to Boeing and Airbus but have not been paid since the Petition Date is approximately $162 million. Nevertheless, Boeing has continued to manufacture aircraft, and the Debtors expect Airbus to begin to manufacture aircraft pursuant to the Purchase Agreements. These aircraft deliveries by Boeing have been made pursuant to procedures approved by the Court. No aircraft deliveries are scheduled under the Airbus Purchase Agreement until 2013. Although the Debtors believe that payment of the PDPs is in the ordinary course of business, they have filed this motion out of abundance of caution. More importantly, the Debtors believe that payment of the PDPs provides appropriate compensation to Boeing and Airbus for ongoing costs they are incurring on the Debtors' behalf and will assure the timely production and delivery of aircraft. In order to assure that Boeing does not improve its collateral position as it existed on the Petition Date, the Debtors and Boeing entered into an agreement wherein postpetition PDPs made to Boeing may serve as collateral with respect to prepetition obligations that may be owing to Boeing. The Debtors however do not have a similar security arrangement with Airbus and do not expect to enter into such an arrangement with Airbus. The Debtors further seek a waiver of the notice requirements under Rule 6004(a) of the Federal Rules of Bankruptcy Procedure and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). The Court will consider the Debtors' request is April 25, 2012. Objections are due no later than April 18. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Proposes Brinks Hofer as Corporate Counsel ------------------------------------------------------------- AMR Corp. and its affiliates seek the Bankruptcy Court's permission to employ Brinks Hofer Gilson & Lione as their corporate counsel, nunc pro tunc to the Petition Date. Brinks Hofer has served as counsel for the Debtors on a variety of matters since 2005. Brinks Hofer's duties have included assisting the Debtors with intellectual property law matters, including patent, trademark, copyright, and trade secret matters, including: (a) trademark clearance and filing activities including trademark and service mark applications and maintenance of registrations in the U.S. Patent and Trademark Office and oversight of the worldwide procurement and maintenance of all trademarks and service marks involving the Debtors; (b) opposition and cancellation proceedings before the U.S. Patent and Trademark Office and oversight of worldwide opposition and cancellation proceedings, as well as other domestic and international trademark enforcement actions and adversarial court proceedings involving the enforcement or defense of registered or common law trademarks or service marks of the Debtors, including any appeals related thereto, to the extent not stayed by the Debtors' Chapter 11 cases; (c) intellectual property opinion and procurement activities, including domestic and international trademark and service mark renewals and payment of annuities to maintain current trademark and service mark registrations; (d) negotiation and drafting of contracts and licenses involving intellectual property rights and settlement of adversarial proceedings involving same; (e) continuing negotiations related to the attempted resolution of trademark and related disputes, and (f) other matters as may arise in connection with those services. Brinks Hofer was authorized to continue representing the Debtors under the OCP Order. However, Brinks Hofer's postpetition fees and expenses have exceeded the $50,000 monthly cap under the OCP Order. The Debtors have determined that Brinks Hofer is likely to continue billing in amounts exceeding the cap imposed by the OCP Order by an estimated $40,000 per month. Accordingly, the Debtors are seeking permission to employ Brinks Hofer as special counsel under Section 327(e) of the Bankruptcy Code. Brinks Hofer's professionals will charge for their services on an hourly basis. Brinks Hofer's current standard hourly rates range from: $650 to $435 for shareholders, $385 to $230 for associates, and $210 to $110 for paraprofessionals. Brinks Hofer also intends to seek reimbursement for reasonable expenses incurred. Bradley G. Lane, Esq., shareholder at Brinks Hofer Gilson & Lione, in Chicago, Illinois -- blane@brinkshofer.com -- discloses that his firm currently represents or has represented certain parties-in-interest in matters unrelated to the Debtors, a schedule of which is available for free at: http://bankrupt.com/misc/AmAir_BrinksClients.pdf Mr. Lane further discloses that as of the Petition Date, Brinks Hofer holds a prepetition claim for approximately $151,051 for services rendered to the Debtors. Notwithstanding those disclosures, Mr. Lane maintains that Brinks Hofer is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtors filed with the Court a certificate of no objection with respect to their request. 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). AMERISTAR CASINOS: S&P Keeps 'B+' Note Rating After $240M Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services' ratings on Ameristar's senior unsecured debt remain unchanged following a $240 million add-on to the company's 7.5% senior notes due 2021. "The issue-level rating on the notes is 'B+' (one notch lower than our 'BB-' corporate credit rating on the company) with a recovery rating of '5', indicating our expectation of modest (10% to 30%) recovery for noteholders in the event of a payment default. The add-on would bring the total size of the issue to $1.04 billion. The company plans to use proceeds from the notes to repay borrowings outstanding under its revolving credit facility," S&P said. "The corporate credit rating on Ameristar is 'BB-' and the rating outlook is stable. The rating reflects our assessment of Ameristar's financial risk profile as 'highly leveraged' and its business risk profile as 'satisfactory,' according to our rating criteria," S&P said. "Our assessment of Ameristar's financial risk profile as highly leveraged reflects high debt levels resulting from last year's recapitalization transaction and our expectation that the company will more aggressively pursue expansion opportunities than it has in recent years. Somewhat offsetting these negative financial risk factors is the company's strong free operating cash flow generation and our expectation of relatively stable cash flow generation over the intermediate term," S&P said. "Our assessment of Ameristar's business risk profile as satisfactory reflects the company's geographically diverse portfolio of properties, a leading market share in several of its markets despite the high levels of competition in many of these markets, EBITDA margins that compare favorably with other U.S. commercial gaming operators, and a lower level of revenue volatility over the last economic cycle than gaming operators primarily focused on destination markets," S&P said. RATINGS LIST Ameristar Casinos Inc. Corporate Credit Rating BB-/Stable/-- $1.04B 7.5% sr nts due 2021 B+ Recovery Rating 5 APOSTOLIC ALLIANCE: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Apostolic Alliance Church of the Lord Jesus Christ, Inc. 12740 SW 200th St. Miami, FL 33177 Bankruptcy Case No.: 12-19619 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Douglas J. Snyder, Esq. DOUGLAS J. SNYDER, P.A. 7901 SW 67th Ave # 206 South Miami, FL 33143 Tel: (305) 663-0740 E-mail: djspa@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A copy of the Company's list of its four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb12-19619.pdf The petition was signed by Hernando Diaza, president. APPALACHIAN FUELS: Panel's Avoidance Suit Stays in Bankr. Court --------------------------------------------------------------- District Judge David L. Bunning denied several requests by defendants to withdraw the bankruptcy court reference of an avoidance action commenced by the Official Committee of Unsecured Creditors in the bankruptcy case of Appalachian Fuels, LLC. The District Court held that withdrawal is not required at this time, and the moving parties have not shown cause for immediate withdrawal of the reference to the Bankruptcy Court. The Committee's complaint asserts 107 separate causes of action against 37 different defendants. The Committee seeks to (1) avoid and recover funds that were allegedly fraudulently or preferentially transferred to the Defendants; (2) recover damages arising out of the Defendants' corporate waste, breaches of fiduciary duty, civil conspiracy, unjust enrichment, and aid and abetment of other Defendants in doing the same; and (3) recover damages arising from the legal malpractice and conflicted representation committed by Appalachian Fuels' attorneys. The Committee alleges that Appalachian Fuels was reduced to an "insolvent husk" as the result of self-dealing by brothers Larry and Stephen Addington (along with other family members and friends) who "surreptitiously used Appalachian Fuels to generate funds and acquire assets that they then transferred to themselves and numerous corporate alter egos." For several years, the Insiders forced Appalachian Fuels to enter into several transactions that benefitted themselves at the expense of Appalachian Fuels and its creditors. The transactions shifted valuable assets to the Insiders while leaving any associated liabilities with Appalachian Fuels. This continued even after Appalachian Fuels became insolvent and had been forced into bankruptcy. Thus, the Insiders actually intended to and did remove assets from the reach of creditors for their own benefit. The Defendants that filed Motions to Withdraw the Reference are: * Business Aircraft Leasing, Inc., * Bruce Addington, Erik Addington, EBA Development LLC, and Horsepower Leasing, LLC; * Machinery Sales and Service, LLC, John C. Smith, and Jeffrey Muncy; * Energy Coal Resources, Inc.; Illinois Fuel Company, Inc., and Stephen Addington; * Robert Addington, Frank Bennett, Julie Hudson, David Jones, Mark Garrett Smith, and Gregory Stumbo; * Larry Addington, Addington Aviation, LLC, Addington Land Company, Appalachian Machinery, Inc., Big Sandy Properties, LLC, Carbon Fuels Illinois, LLC, Larry Austin Dickerson, Midwestern Biofuels, LLC, Pyramid Island Development, Inc., Kathryn Reid, and Task Trucking, Inc.; * Jet Support Services, Inc.; * Tri-State Airport Authority The Official Committee of Unsecured Creditors also filed a Conditional Motion to Withdraw the Reference. The case is Official Committee of Unsecured Creditors of Appalachian Fuels, LLC, v. Energy Coal Resources, Inc. et al., Civil Action Nos. 0:11-CV-128, 0:11-CV-129, 0:11-CV-130, 0:11-CV- 131, 0:11-CV-132, 0:11-CV-133, 0:11-CV-134, 0:11-CV-135, 0:11-CV- 136, Adv. Proc. No. 11-01041 (E.D. Ky.). A copy of the District Court's April 18, 2012 Memorandum Opinion and Order is available at http://is.gd/qekOKDfrom Leagle.com. About Appalachian Fuels Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining company, produces and sells coal for electric utilities and coking coal plants. It has surface mines and underground mining operations in eastern Kentucky and West Virginia. Appalachian Fuels operates as a subsidiary of Energy Coal Resources, Inc. An involuntary petition for liquidation under Chapter 7 was filed against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11, 2009. On June 29, 2009, the Bankruptcy Court converted the Debtor's Chapter 7 bankruptcy to a Chapter 11. Some of Appalachian Fuels' affiliates filed Chapter 11 petitions and on July 17, 2009, the Court ordered that the Debtor's Chapter 11 bankruptcy be jointly administered with the bankruptcies of its affiliates. The cases being jointly administered with Appalachian Fuels include: Appalachian Holding Company, Inc. (Case No. 09- 10372); Appalachian Premium Fuels, LLC (Case No. 09-10373); Appalachian Environmental, LLC (Case No. 09-10374); Kanawha Development Corporation (Case No. 09-10375); Appalachian Coal Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC (Case No. 09-10406). On July 14, 2009, the Court appointed the Official Committee of Unsecured Creditors. ARCADIA RESOURCES: Forbearance with Comerica Expires April 30 ------------------------------------------------------------- Arcadia Services, Inc., and four of its wholly-owned subsidiaries are parties to an Amended and Restated Credit Agreement dated July 13, 2009, as subsequently amended on June 9, 2010 and Oct. 31, 2010. The repayment of the debt under the Comerica Credit Agreement is guaranteed by RKDA, Inc., ASI's parent company. RKDA is a wholly-owned subsidiary of Arcadia Resources, Inc. Comerica Bank has a security interest in all of the assets of the Services Borrowers and RKDA has pledged the outstanding capital stock of ASI as further security under the Comerica Credit Agreement. The obligations under the Comerica Credit Agreement matured on April 1, 2012. On April 17, 2012, the Services Borrowers and RKDA entered into an agreement with Comerica with respect to the Comerica Credit Agreement and amounts due under that credit agreement. As part of the Forbearance Agreement, Comerica: (a) declared all amounts under the Comerica Credit Agreement to be due and payable, including all principal, interest, and legal fees and other expenses incurred with respect thereto; and (b) demanded payment in full of the Liabilities. Comerica agreed to forbear until April 30, 2012, from taking any action to collect the Liabilities, provided the Services Borrowers and RKDA comply with the terms of the Forbearance Agreement. In the Forbearance Agreement, the Services Borrowers and RKDA (a) acknowledge the Liabilities as set out in the Comerica Credit Agreement and the existence of the default, (b) acknowledge and agree that Comerica's demand for payment is timely and proper and (c) acknowledge that Comerica is under no obligation to advance funds or extend further credit under the Comerica Credit Agreement. Comerica has agreed that it may, in its sole discretion, continue to advance funds to the Services Borrowers under the Comerica Credit Agreement. The Forbearance Agreement increased the maximum amount available under the Comerica Credit Agreement from $11.0 million to $11.5 million. In addition, Comerica agreed that the borrowings under the Comerica Credit Agreement may exceed the Advance Formula by $500,000 at any given time, plus an additional over-formula amount, if any, as determined by Comerica its sole discretion. In light of the foregoing, the Company does not believe that its common shares outstanding have any value and the Company strongly discourages investors from trading in the Company's common stock. Douglas Settlement As previously disclosed, the Company was served with a complaint filed in the Marin County Superior Court of the State of California styled Douglas et al. vs. Arcadia Health Services, Inc., Case No. CIV 1102982 on June 20, 2011. The first amended complaint is brought as a purported class action on behalf of California employees of Arcadia Health Services, Inc., an indirect wholly-owned subsidiary of the Company. The complaint alleges, among other things, that: (a) AHSI failed to properly compensate the plaintiff and purported class members for meal period and rest breaks under Sections 226.7 and 512 of the California Labor Code; (b) AHSI failed to pay continuing wages under California Labor Code Section 203; and (c) AHSI failed to pay overtime compensation in accordance with California Labor Code Section 1194. The plaintiff sought to represent two classes of claimants, one representing claimants under the California Labor Code claims and another representing claimants under Section 17200 under the California Business and Professional Code. The Lawsuit has been removed to federal court and is now pending in the United States District Court for the Northern District of California. On Nov. 8, 2011, AHSI entered into a Settlement Agreement and General Release with Ruth L. Douglas individually and on behalf of others similarly situated providing for both the settlement of the Lawsuit. Pursuant to the Agreement, AHSI has agreed to pay a total sum of $623,000. Funding of the Settlement Payment is solely the obligation of AHSI. On April 17, 2012, the District Court held a hearing to consider final approval of the Settlement. Following the hearing, the District Court entered an order dated April 17, 2012: (a) approving the Settlement and certifying a class defined to include all former and current employees of AHSI from June 15, 2007, to Jan. 17, 2012; (b) releasing and discharging claims against AHSI, Arcadia Resources, Inc., RKDA, Inc., and Arcadia Services, Inc., and related parties as set forth in the Settlement; (c) entering the Approval Order as a final judgment and barring and permanently enjoining members of the Class who have not filed a timely and valid request for exclusion from prosecuting claims that are settled or released pursuant to the Settlement; (d) approving an award of attorneys fees and an enhancement award to the named plaintiff; and (e) dismissing the action on the merits and with prejudice and without costs other than as provided in the Settlement. For purposes of the payments under the Settlement, the Effective Date is expected to be May 17, 2012. About Arcadia HealthCare Arcadia HealthCare is a service mark of Arcadia Resources, Inc. (nyse amex:KAD), and is a leading provider of home care, medical staffing and pharmacy services under its proprietary DailyMed program. The Company, headquartered in Indianapolis, Indiana, has 65 locations in 18 states. Arcadia HealthCare's comprehensive solutions and business strategies support the Company's vision of "Keeping People at Home and Healthier Longer." The Company reported a net loss of $15.76 million for the nine months ended Dec. 31, 2011. The Company had a net loss of $14.35 million for the fiscal year ended March 31, 2011, following a net loss of $31.09 million in the preceding year. The Company's balance sheet at Dec. 31, 2011, showed $15.93 million in total assets, $51.50 million in total liabilities, and a $35.57 million total stockholders' deficit. BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about Arcadia Resources' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. Bankruptcy Warning The Form 10-Q for the quarter ended Dec. 31, 2011, noted that on Sept. 13, 2011, the Company and three of Arcadia Services, Inc.'s wholly-owned subsidiaries, as borrowers, received a letter from Comerica stating that they failed to comply with certain covenants under the credit agreement because as of July 31, 2011. Comerica informed the Borrowers that Comerica has no obligation to make further advances under the credit facility and that future advances will be subject to the sole discretion of Comerica. Comerica has not sought to accelerate the repayment of the indebtedness or to foreclose on any of the security interests. While Comerica continues to make advances under the credit facility and the Company expects that advances will continue to be made, there can be no assurances that Comerica will exercise its discretion to make further advances or that Comerica will not accelerate the repayment of the indebtedness. Should Comerica not continue to provide advances under the credit facility, the Company and the Borrowers would not have access to the funds needed to operate the business. In that event, the Company would be forced to consider alternative sources of liquidity to operate the business, which may require them to commence a proceeding under the federal bankruptcy laws to cause Comerica to provide access funds under the Credit Agreement. B & M LINEN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: B & M Linen Corp dba Miron & Sons Linen Service 220 Coster Street Bronx, NY 10474 Bankruptcy Case No.: 12-11560 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN, LLP 286 Madison Avenue, Suite 502 New York, NY 10017 Tel: (212) 509-1802 Fax: (212) 509-1831 E-mail: joel@shafeldlaw.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 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb12-11560.pdf The petition was signed by Miron Markus, president. BAKERS FOOTWEAR: Board Adopts 2012 Incentive Compensation Plan -------------------------------------------------------------- The Board of Directors of Bakers Footwear Group, Inc., adopted the Bakers Footwear Group, Inc. 2012 Incentive Compensation Plan. The Plan provides for awards of restricted stock units to the Company's executive officers, managers, other salaried employees, consultants, and members of the Company's Board of Directors. The Plan is intended to incentivize and reward management to create shareholder value, including an increase in stock price, and will be effective concurrently with the Company's existing 2005 Incentive Compensation Plan and 2003 Stock Option Plan, which will continue to provide for other types of equity incentive compensation. The compensation committee of the Board of Directors will administer the Plan and will have plenary authority to determine to whom and the times at which awards will be made under the Plan. The Committee will have plenary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to determine the terms and provisions of the awards granted under the Plan. The number of shares of the Company's common stock that may be granted pursuant to awards of restricted stock units under the Plan may not exceed 1,010,000. In the event an award of restricted stock units is cancelled, forfeited, terminated or otherwise expires due to termination of a participant's employment, failure to meet performance objectives, or for any other reason, the Committee may again use the shares related to such award for the granting of subsequent awards. The number of shares with respect to which restricted stock units may be granted to any individual during any one year may not exceed 250,000 shares, subject to the anti-dilution provisions provided in the Plan. Restricted stock units awarded under the Plan represent the right, subject to forfeiture, of the participant to receive shares of common stock if specified vesting criteria are achieved. The period of vesting and the forfeiture restrictions of the restricted stock units, which may include price appreciation of the Company's common stock, restrictions on transferability, requirements of continued employment, achievement of individual goals, among others, will be established by the Committee at the time of grant, except that each restriction period will not be less than two years. Holders of restricted stock units will not be entitled to voting or dividends. On April 16, 2012, the Board of Directors also adopted a form of restricted stock unit award agreement, pursuant to which awards may be granted under the Plan. Under the RSU Award Agreement, the awards will vest and each participant will be entitled to receive a specified amount of the Company's common stock after a participant (i) has been continuously employed by the Company for two years from the date the award is granted and (ii) the conditions of at least the first of three "vesting triggers" is satisfied. Satisfaction of each vesting trigger is a condition to vesting of an additional 1/3 of the total amount of the award. The first vesting trigger occurs when the Fair Market Value of the Company's common stock closes at or above $2.00 per share for ten consecutive Trading Days. The second vesting trigger occurs when the Fair Market Value of the Company's common stock closes at or above $2.50 per share for ten consecutive Trading Days. The third vesting trigger occurs when the Fair Market Value of the Company's common stock closes at or above $3.00 per share for ten consecutive Trading Days. The awards expire on the fifth anniversary of the date of grant to the extent any vesting triggers have not been satisfied by that date. A copy of the 2012 Incentive Compensation Plan is available for free at http://is.gd/QfQ1lc About Bakers Footwear St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB) is a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. The Company's merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. The Company currently operates 231 stores nationwide. Bakers' stores focus on women between the ages of 16 and 35. Wild Pair stores offer fashion-forward footwear to both women and men between the ages of 17 and 29. The Company reported a net loss of $14.33 million on $131.51 million of net sales for the 39 weeks ended Oct. 29, 2011, compared with a net loss of $14.46 million on $127.39 million of net sales for the 13 weeks ended Oct. 30, 2010. The Company reported a net loss of $9.29 million in fiscal year ended Jan. 29, 2011, following a net loss of $9.08 million in fiscal year ended Jan. 30, 2010. The Company's balance sheet at Oct. 29, 2011, showed $47.12 million in total assets, $67.16 million in total liabilities and a $20.04 million total shareholders' deficit. As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt about Bakers Footwear's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses from operations in recent years and has a significant working capital deficiency. Bankruptcy Warning The Company noted in the Form 10-K for the fiscal year ended Jan. 29, 2011, that its ability to maintain and ultimately improve its liquidity position is highly dependent on sustaining the positive sales trends that began in June 2008 and have continued through April 2011. Comparable store sales for the last three quarters of fiscal year 2008 increased 4.7% and its comparable store sales for fiscal years 2009 and 2010 increased 1.3% and 1.7%, respectively. Through the first 12 weeks of fiscal year 2011 comparable stores sales increased 10.1%. The Company noted that net losses in recent years have negatively impacted its liquidity and financial position. As of Jan. 29, 2011, it had negative working capital of $8.7 million, unused borrowing capacity under our revolving credit facility of $3.1 million, and a shareholders' deficit of $6.0 million. The Company stated, "If positive sales trends do not continue, or if we were to incur significant unplanned cash outlays, it would become necessary for us to obtain additional sources of liquidity, or take additional cost cutting measures. Any future financing would be subject to our financial results, market conditions and the consent of our lenders. We may not be able to obtain additional financing or we may only be able to obtain such financing on terms that are substantially dilutive to our current shareholders and that may further restrict our business activities. If we cannot obtain needed financing, our operations may be materially negatively impacted and we may be forced into bankruptcy or to cease operations and you could lose your investment in the Company." BAUSCH & LOMB: S&P Rates $3.5-Bil. Senior Secured Facility 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its B+' rating to Bausch & Lomb Inc's $3.5 billion senior secured credit facility. "In addition, we affirmed our 'B+' corporate credit rating, 'B' debt rating, and '5' recovery rating on the company's senior unsecured debt. Our rating outlook remains stable. We are lowering our senior secured debt rating to 'B+' from BB-, and our senior secured recovery rating to 3 from 2," S&P said. "The rating on Rochester, N.Y.-based Bausch & Lomb Inc. reflects its 'satisfactory' business risk profile and 'highly leveraged' financial risk profile. Adjusted debt to EBITDA declined meaningfully after the leveraged buyout by Warburg Pincus in October 2007, but the refinancing will raise adjusted debt leverage to about 6.5x at year end 2012 from 5.1x at Dec. 31, 2011. We are modifying our business risk qualifier to 'satisfactory' from 'fair' because of improving operations," S&P said. "We expect Bausch & Lomb's revenues to grow in the mid-single digits in constant currency, about equal to the pace of 2011. In our view, stronger pharmaceutical segment sales will continue to offset lackluster vision care performance. We expect the EBITDA margin to be stable in 2012 over 2011, as some cost-containment benefits are offset by the integration of lower-margin Ista Pharmaceuticals. Thereafter, we expect the EBITDA margin to grow by about 50 basis points annually, on operational leverage and product mix. We believe cash flow will improve in 2012 because of EBITDA growth and lack of restructuring payments, and will continue to improve as revenues and margins strengthen. We believe free operating cash flow will modestly strengthen annually, and be sufficient to cover capital expenditure needs and the cost to acquire outstanding shares of refractive joint venture Technolas Perfect Vision GmbH (TPV). TPV (formed with 20/10 Perfect Vision AG in January 2009) does not yet make a meaningful contribution to revenues," S&P said. "The 'satisfactory' business risk profile reflects diversity in ophthalmology product offerings (vision care, pharmaceuticals, and surgical), a vast global network and brand recognition, ongoing strong performance in the pharmaceuticals segment, an improving product pipeline, and strengthening EBITDA margins; the EBITDA margin is currently weak relative to medical device and pharmaceutical company peers. We believe the Ista Pharmaceuticals Inc. acquisition will complement Bausch & Lomb's existing pharmaceutical portfolio, and strengthen its development capabilities and pipeline; Bausch & Lomb provides much of the contract manufacturing for Ista Pharmaceutals' products and has an overlapping customer base. Still, risks include technology risk and competitive threats from larger players; Bausch & Lomb competes in the pharmaceutical space with Allergan Inc. and Novartis/Alcon, and we expect the company to be acquisitive. Still, lackluster performance over the past few years, including market share loss in the soft contact lens market and lower sales of intraocular lenses, reflects technology risk; Bausch & Lomb has fallen to a trailing fourth position in global soft contact lens market share behind Vistakon (a division of Johnson & Johnson, with more than 40% of the market), CIBA Vision (Novartis AG/Alcon), and The Cooper Cos. Although Bausch & Lomb appears to have stabilized the decline in contact lens sales, it remains at a competitive disadvantage given its first-generation silicone hydrogel (SiH) material, and lack of a daily SiH offering. Bausch & Lomb continues to strengthen the diversity of its product pipeline, which supports its satisfactory business risk profile. Acquisitions of pharmaceutical marketing rights (Zirgan and Miochol-E), and recent product introductions such as PureVision 2 HD contact lenses, BioTrue multipurpose solution, and the Stellaris PC Vision Enhancement System spurred growth. We believe the acquisition of Ista Pharmaceuticals and outstanding shares of TPV adds future growth platforms with minimal integration risk; TPV is in the process of rolling out its VICTUS femtosecond laser," S&P said. "We believe Bausch & Lomb currently has adequate liquidity to meet its needs over the coming year, and no near-term maturities. The refinancing will extend debt maturities to 2017 for the revolver and 2019 for the term loans; the $650 million senior unsecured notes mature in November 2015. Bausch & Lomb maintains a moderate cash balance, and will have full availability on its $500 million revolving credit facility after the transaction," S&P said. S&P's view of the company's liquidity profile incorporates these expectations: * "We expect liquidity sources (consisting primarily of cash and discretionary cash flow to exceed uses by 1.2x over the coming year," S&P said. * "We expect liquidity sources to exceed uses, even if EBITDA declines by 20%," S&P said. * "We believe the company could absorb a high-impact, low- probability event," S&P said. * "We view the new bank facility as covenant light; there is a leverage test only if the revolver is drawn. Additionally, since only key relationship banks are part of the revolver, covenant amendments would be more easily negotiated," S&P said. * "We estimate a 30% EBITDA decline could preclude a revolver draw down," S&P said. * "In our assessment, the company has well-established bank relationships," S&P said. "However, sponsor ownership and high debt leverage could hurt prospective access to capital in the future.Our rating on Bausch & Lomb's secured credit facility, which consists of a $2 billion secured term loan, a $600 million European secured term loan, a $350 million delayed draw facility, and a $500 million revolving credit facility is 'B+'. The recovery rating is '3' (the same as the corporate credit rating), indicating prospects for meaningful (50%-70%) recovery in the event of default. The company's $650 million senior notes are rated 'B', with a recovery rating of '5', indicating prospects for modest (10%-30%) recovery in the event of a default," S&P said. "Our stable rating outlook on Bausch & Lomb reflects expectations of low- to mid-single-digit sales growth, improving EBITDA margins, and gradual deleveraging. The outlook supposes the company will be acquisitive, but will finance subsequent acquisitions with internally generated cash. Given our view of business risk, we do not believe that a downgrade would occur as a result of sales or margin pressures. Rather, a downgrade would most likely be precipitated by a material debt financed acquisition, or an unexpected event, such as a material adverse tax ruling or product recall that would trigger a material revolver draw down," S&P said. BAYRIDGE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Bayridge Holdings, A Delaware LLC E 17th Street Suite #121 Orange, CA 92705 Bankruptcy Case No.: 12-14979 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Central District of California (Santa Ana) Debtor's Counsel: Stanley D. Bowman, Esq. 700 N Pacific Coast Hwy., Suite 202A Redondo Beach, CA 90277 Tel: (310) 937-4529 E-mail: sb@stanleybowman.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-14979.pdf The petition was signed by John Kia. BENNY'S MART: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Benny's Mart, inc. 5249 Broadway Garland, TX 75043 Bankruptcy Case No.: 12-32492 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Scheduled Assets: $1,310,000 Scheduled Liabilities: $823,382 A copy of the Company's list of its 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb12-32492.pdf The petition was signed by Mohsin R. Hemani, president. BERNARD L. MADOFF: Picower Estate's $7.2-Bil. Forfeiture Is Upheld ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that victims of the Bernard L. Madoff Investment Securities Inc. Ponzi scheme took a leap toward receiving $7.2 billion last week when the U.S. Court of Appeals summarily dismissed a customer's appeal of a U.S. District Court order approving forfeiture by the estate of the late Jeffrey M. Picower. The report recounts that customer Adele Fox managed to take more out of her Madoff account than she invested before the fraud surfaced and bankruptcy ensued. She is among those being sued by Irving Picard, the Madoff trustee, for the return of profits representing money stolen from other customers. According to the report, Ms. Fox challenged the $7.2 billion Picower forfeiture, lost in district court, and raised a multitude of issues on appeal. The U.S. government responded by filing a motion to dismiss, contending there were "no non-frivolous issues for appeal." Without holding a hearing, the Court of Appeals in Manhattan dismissed the appeal on April 17 in a one-paragraph order saying there was no "arguable basis in law or fact" to support appeal. Ms. Fox claimed to represent a class of 3,000 customers who wanted part of Picower's $7.2 billion. She was appealing a ruling from May 2011 by U.S. District Judge Thomas P. Griesa who held that her status as a so-called net winner didn't give her the right to intervene in the government's forfeiture action. Judge Griesa said in his opinion that "Fox's main goal appeared to be to challenge the treatment of net winners" not allowed to have customer claims for their supposed profits. According to Mr. Rochelle, to stop the $7.2 billion from going only to so-called net losers, or customers who took out less cash than they invested, Ms. Fox's only remaining hope is an appeal to the U.S. Supreme Court. If the Supreme Court refuses to hear an appeal, or if she doesn't attempt another appeal, the last obstacle will be removed from the distribution of the $7.2 billion, which the government agreed should go to customers. Mr. Rochelle notes that customers have a separate appeal pending from a parallel settlement where the Picower estate agreed to pay $5 billion to the Madoff trustee. The government forfeiture was structured so the $5 billion would be a credit toward the $7.2 billion. The forfeiture provided that if the trustee's $5 billion settlement were to unravel, the full $7.2 billion would forfeit to the government. If the Picard settlement stands, the forfeiture will be $2.2 billion. The Fox appeal in the circuit court is Fox v. $7,206,157,717 on deposit at JPMorgan Chase Bank NA, 11-2898, U.S. Court of Appeals for the Second Circuit (Manhattan). The forfeiture action in Griesa's court is U.S. v. $7,206,157,717 on Deposit at JPMorgan Chase Bank NA, 10-9398, U.S. District Court, Southern District of New York (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 17, 2012 and in the 38 months since his appointment, the SIPA Trustee has recovered or entered into agreements to recover more than $9 billion, representing roughly 52% of the roughly $17.3 billion in principal estimated to have been lost in the Ponzi scheme by BLMIS customers who filed claims. The recoveries exceed prior restitution efforts related to Ponzi schemes both in terms of dollar value and percentage of stolen funds recovered. Pro rata distributions from the Customer Fund to BLMIS customers whose claims have been allowed by the SIPA Trustee totaled $325.7 million. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow --------------------------------------------------- The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the Central District of California continued until April 25, 2012, at 11:00 a.m., the hearing to consider adequacy of the Disclosure Statement explaining Boundary Bay Capital, LLC's Chapter 11 Plan. As reported in the Troubled Company Reporter on Oct. 18, 2011, the Debtors has filed a Plan that contemplates that that creditors holding unsecured claims will become the new owners of the Debtor and all the equity interests of the current owners will be terminated. Secured creditors will be paid through the surrender or sale of their collateral or through payments over time, in some cases on a restructured basis. The payments under the Plan will be funded through the proceeds of a postpetition loan, sales of assets, and funds generated through operations. The Debtor will make periodic distributions to creditors as net proceeds become available. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BOUNDARY_disclosurestatement.pdf About Boundary Bay Boundary Bay Capital, LLC, is a California limited liability company with its headquarters in Irvine, California. The Company was in the business of making loans secured by liens on real property and notes secured by other secured notes (which, in turn, are secured by liens or real property). The Company also owns some real property through foreclosure. Boundary Bay Capital filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011. Evan D. Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as the Debtor's bankruptcy counsel. Affiliate Cartwright Properties, LLC, filed a separate Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010. In its schedules, the Debtor disclosed $15.88 million in assets and $54.45 million in liabilities. BLOCKBUSTER INC: $27.9-Mil. Interim Distribution Approved --------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Blockbuster's motion requesting authority to make an interim distribution, estimated to be $27.9 million, to secured noteholders and allowed operating period claimants and to retain Kurtzman Carson Consultants to disburse the approved distributions. About Blockbuster Inc. Blockbuster Inc., the movie rental chain with a library of more than 125,000 titles, along with 12 U.S. affiliates, initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the U.S. Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel. In April 2011, Blockbuster conducted a bankruptcy court-sanctioned auction for all the assets. Dish Network Corp. won with an offer having a gross value of $320 million. The Debtor was renamed to BB Liquidating Inc. following closing of the sale. BRUNSWICK CORP: Moody's Upgrades CFR to 'Ba3'; Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded Brunswick Corporation's Corporate Family Rating to Ba3 from B1 due to significant enhancements in its operating performance and credit metrics and Moody's expectation that there will be further improvement. The outlook is stable. "We believe that the continuing demand for pontoon and aluminum boats, the increasing age of licensed boats and fewer used boats for sale will help drive demand for new fiberglass boats in the future," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "Brunswick's improved cost structure, commitment to debt repayment and stabilizing marine demand trends have led to a meaningful improvement in earnings and credit metrics," he noted. The following ratings were upgraded: Corporate Family Rating to Ba3 from B1; Probability of Default Rating to Ba3 from B1; $575 million senior unsecured notes due 2013-2027 ($355 million outstanding) to B2 (LGD 6, 92%) from B3 (LGD 6, 90%); $350 million senior secured notes due 2016 ($288 million outstanding) to Ba1 (LGD 2, 23%) from Ba2 (LGD 2, 27%); The following rating was affirmed: Speculative grade liquidity rating at SGL-1 Rating Rationale Brunswick's Ba3 Corporate Family Rating reflects the highly discretionary nature of pleasure boats and marine related products, which makes Brunswick's revenues and earnings highly sensitive to economic weakness. This was demonstrated during the economic downturn when the company suffered a dramatic revenue and earnings decline. But the ratings also reflect the company's moderate leverage and solid interest coverage -- highlighted by debt/EBITDA under 4 times and EBITA/interest over 2 times. Moody's expects additional operating performance and credit metrics improvement as the company pays down debt with free cash flow and marine industry demand continues to stabilize. A critical component of the rating is Brunswick's strong liquidity profile. Other factors supporting the rating are: the relatively stable boating participation trends, good operating performance of Brunswick's dealership network and the company's strong parts & accessories business. The company's stable Bowling & Billiards and Fitness businesses, seasoned management team and its joint venture agreement with General Electric Capital Corporation for its floorplan financing also support the rating. The stable outlook reflects Moody's expectation that marine demand trends will improve in the year ahead and that Brunswick will continue to maintain very strong liquidity. Moody's expects that Brunswick will expand on its cost efficiency efforts as needed and will continue to reduce debt with free cash flow. That said, Moody's does not expect operating performance or credit metrics to improve sufficiently over the next 12-18 months to justify an upgrade. Because of Brunswick's sensitivity to macroeconomic conditions, its credit metrics need to be stronger than other similarly-rated consumer durable companies. Credit metrics necessary for an upgrade are debt/Ebitda below 3 times (currently 3.9 times), high single digit Ebita/revenue margins (currently around 7.1%) and EBITA/interest approaching 3 times (currently 2.1 times). Additionally, liquidity must stay strong for an upgrade to be considered. For the debt/ EBITDA upgrade threshold to be met, future EBITDA needs to increase by about $110 million or debt needs to decrease by around $330 million from year end levels. Credit metrics which could prompt a downgrade would include debt/EBITDA sustained above 4.5 times, mid single digit Ebita/revenue margins or interest coverage approaching 1.5 times. Additionally, if the company's liquidity profile deteriorates, the long term rating and liquidity rating could be downgraded. For the debt/ EBITDA downgrade threshold to be met, future EBITDA needs to decrease by about $70 million or debt needs to increase by around $350 million from year end levels. Subscribers can find further details in the Brunswick Credit Opinion published on Moodys.com. The principal methodology used in this rating was the Global Consumer Durables published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Brunswick is headquartered in Lake Forest, Illinois. The company manufactures marine engines, pleasure boats, bowling capital equipment and fitness equipment, and operates retail bowling centers. Sales for the year ended December 31, 2011 approximated $3.7 billion. CATASYS INC: CEO Terren Peizer Holds 58.6% of Common Shares ----------------------------------------------------------- Catasys, Inc., entered into Securities Purchase Agreements with several investors, including Socius Capital Group, LLC, an affiliate of Terren S. Peizer, Chairman and Chief Executive Officer, and David Smith, an affiliate of the Company, relating to the sale and issuance of an aggregate of 21,440,050 shares of the Company's common stock, par value $0.0001 per share and warrants to purchase an aggregate of 21,440,050 shares of Common Stock at an exercise price of $0.16 per share for aggregate gross proceeds of approximately $3,430,000. Among other things, the Agreements provide that in the event that the Company effectuates a reverse stock split of its Common Stock within 24 months of the closing date of the Offering and the volume weighted average price of the Common Stock during the 20 trading days following the effective date of the Reverse Split declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that the Company issue additional shares of Common Stock. Concurrent with the offering Socius and the Company agreed to exchange the senior secured convertible promissory note issued to Socius on Feb. 22, 2012, and amended on April 11, 2012, in the aggregate principal amount of $975,000, plus accrued interest, for Common Stock and Warrants on the same terms as the Offering. As a result of this transaction, the Company has no notes or similar debt outstanding. In the aggregate, including the exchange of the Note, Socius invested approximately $1,754,000 in the Offering. After giving effect to the Offering, Mr. Peizer beneficially owns approximately 58.6% of the Common Stock, including shares underlying options and warrants. Mr. Smith invested $1,330,000 in the Offering and after giving effect to the Offering, Mr. Smith beneficially owns approximately 46.9% of the Common Stock, including shares underlying warrants. 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. CDC CORP: Wants to Sell Certain Assets of Non-Debtor Affiliates --------------------------------------------------------------- BankruptcyData.com reports that CDC Corp. filed with the U.S. Bankruptcy Court a motion for approval of procedures related to the sale of certain assets owned by some of the Debtor's non- Debtor subsidiaries in the Games and Global Services groups of companies and of the shares of those non-Debtor subsidiaries. Many of these companies relied on their business relationships with CDC Software, which relationships no longer exist following the Sale of CDC to Archipelago Holdings in March 2012, according to the filing obtained by BankruptcyData.com. About CDC Corp. Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at US$100 million to US$500 million as of the Chapter 11 filing. The Official Committee of Equity Security Holders of CDC Corporation is represented by Troutman Sanders. The Committee tapped Morgan Joseph TriArtisan LLC as its financial advisor. CELL THERAPEUTICS: Incurs $17.4 Million Net Loss in Q1 ------------------------------------------------------ Cell Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to CTI of $17.44 million compared with a net loss attributable to CTI of $19.73 million for the same period a year ago. The Company's balance sheet at March 31, 2012, showed $44.15 million in total assets, $18.50 million in total liabilities $13.46 million in common stock purchase warrants, and $12.18 million in total shareholders' equity. "With potential approval of our MAA for Pixuvri in the E.U. to treat adult patients with multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma and tosedostat gearing up to initiate a pivotal phase 3 trial in relapsed or refractory acute myeloid leukemia/myelodysplastic syndromes ("MDS") later this year, the agreement to acquire pacritinib, a highly selective JAK2 inhibitor, rounds out our novel late stage oncology drug portfolio placing us in a select group of biotech companies. Our oncology drug portfolio now spans across a range of blood related cancers," stated James A. Bianco, M.D., CEO of CTI. A copy of the Form 10-Q is available for free at: http://is.gd/zMlHwT About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Cell Therapeutics reported a net loss attributable to CTI of $62.36 million in 2011, compared with a net loss attributable to CTI of $82.64 million in 2010. Going Concern Doubt Raised The report of Marcum LLP, in San Francisco, Calif., dated March 8, 2012, expressed an unqualified opinion, with an explanatory paragraph as to the uncertainty regarding the Company's ability to continue as a going concern. The Company's available cash and cash equivalents are $47.1 million as of Dec. 31, 2011. The Company's total current liabilities were $17.8 million as of Dec. 31, 2011. The Company does not expect that it will have sufficient cash to fund its planned operations beyond the second quarter of 2012, which raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Form 10-K for the year ended Dec. 31, 2011, also noted that if the Company receives approval of Pixuvri by the EMA or the FDA, it would anticipate significant additional commercial expenses associated with Pixuvri operations. Accordingly, the Company will need to raise additional funds and are currently exploring alternative sources of equity or debt financing. The Company may seek to raise that capital through public or private equity financings, partnerships, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, the Company has a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If the Company fails to obtain additional capital when needed, it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CHINA TEL GROUP: Unit Has Cooperation Agreement with Aerostrong --------------------------------------------------------------- Beijing Yunji Communications Technical Service Co., Ltd., a wholly owned subsidiary of VelaTel Global Communications, Inc., formerly known as China Tel Group Inc., entered into a Strategic Cooperation Agreement with Aerostrong Company Limited. The material terms of the Agreement are: 1. The Parties will cooperate on application of jointly approved wireless broadband projects for which the rights and obligations of each Party will be set forth in a separate Project Agreement. The initial Cooperation Projects the Parties agree to develop are: (a) Digital Lijiang management platform project in Guangxi Autonomous Region; (b) Shen Hua wireless broadband special network project for railway; and (c) overload wireless broadband surveillance projects in Shanxi Province. 2. For each Cooperation Project, Aerostrong will be responsible for the development and follow-up of governmental markets and industrial markets. 3. The term of the Agreement is from April 19, 2012, until all projects are completed and Yunji receives the last payment from Aerostrong. During the term, neither Party has the right to terminate the Agreement except in the event of breach by the other Party or the business operation term of the other Party expires or is otherwise discontinued. Early termination due to breach will not affect the right of a Party to pursue legal liability of the other Party. 4. For each Project, Aerostrong will: (a) prepare relevant materials required by clients, send relevant staff to coordinate with Yunji for implantation of relevant work, and bear relevant T&L costs; (b) where Aerostrong signs a Project Agreement with a project owner, remit payment to Yunji from payments it receives from the owner according to the agreement between Aerostrong and Yunji for that Project; and (c) designate a contact person to communicate with Yunji at all times during implementation of a Project. 5. For each Project, Yunji will: (a) cooperate with Aerostrong and provide necessary information; (b) during development of Cooperation Projects, prepare tender documents, equipment cost estimates, site surveys, engineering cost estimates, overall budget control, and bear relevant costs; (c) during its service to Aerostrong, strictly comply with Chinese laws, regulations and relevant policies, particularly those regulations in relation with internet operation security, information security and state security, and accept supervision and to relevant advice from Aerostrong; and (d) designate a contact person to communicate with Yunji at all times during implementation of a Project. 6. With the exception of information that has already come into the public domain through no fault or disclosure by the receiving party, all information provided by both Parties will be deemed business secret and will only be used for purposes of the Cooperation Projects. Neither party will disclose any information to a third party, unless the other Party has agreed in writing, and will be liable for any losses caused by its unauthorized disclosure. 7. Any amendment of the Agreement will be in writing in the form of a Supplementary Agreement. All documents between the Parties will be in Chinese. A fully executed copy of the Agreement is available for free at: http://is.gd/xYH045 About China Tel Based in San Diego, California, and Shenzhen, China, China Tel Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/-- provides high speed wireless broadband and telecommunications infrastructure engineering and construction services. Through its controlled subsidiaries, the Company provides fixed telephony, conventional long distance, high-speed wireless broadband and telecommunications infrastructure engineering and construction services. ChinaTel is presently building, operating and deploying networks in Asia and South America: a 3.5GHz wireless broadband system in 29 cities across the People's Republic of China with and for CECT-Chinacomm Communications Co., Ltd., a PRC company that holds a license to build the high speed wireless broadband system; and a 2.5GHz wireless broadband system in cities across Peru with and for Perusat, S.A., a Peruvian company that holds a license to build high speed wireless broadband systems. The Company reported a net loss of $21.79 in 2011, compared with a net loss of $66.62 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $12.83 million in total assets, $22.76 million in total liabilities and a $9.92 million total stockholders' deficiency. For 2011, Kabani & Company, Inc., in Los Angeles, California, expressed substantial doubt as to the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss for the year ended Dec. 31, 2011, cumulative losses of $253,660,984 since inception, a negative working capital of $16,386,204 and a stockholders' deficiency of $9,928,838. CHRISTIAN BROTHERS: Taps Newmark & Company to Sell New York Assets ------------------------------------------------------------------ The Christian Brothers' Institute and The Christian Brothers of Ireland ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Newmark & Company Real Estate, Inc. doing business as Newmark Knight Frank as its real estate broker with respect to the marketing and sale of a certain piece of real property located at 173 Stratton Road, New Rochelle, New York, well as a certain vacant parcel of land across therefrom. Newmark will use its own staff to advertise and promote the sale of the property through its extensive database of real estate investors/developers and end-users in the tri-State area. CBI will advance up to $15,000 in costs associated with the marketing of the property, primarily for advertising in various targeted publications. Newmark intends to utilize its vast network of contacts and proprietary database to market the property. Under the agreement, in the event Newmark procures an acceptable, qualified buyer for the Property and the sale is approved by the Court pursuant to Bankruptcy Code Section 363, it will receive a commission equal to 3% of the total sale price of the property. To the extent that the property is ultimately sold to Iona Prep (the current stalking horse bidder) Newmark will receive a reduced commission of 1% of the purchase price. To the best of the Debtor's knowledge, Newmark is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Christian Brothers' Institute The Christian Brothers' Institute and The Christian Brothers of Ireland filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the Debtors' bankruptcy counsel. The Christian Brothers' Institute disclosed assets of $63,418,267 and $8,484,853 in liabilities. CBOI estimated its assets at $500,000 to $1 million and debts at $1 million to $10 million. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. Pachulski Stang Ziehl & Jones LLP represents the Committee as its counsel. CNC DEVELOPMENT: Delays Annual Report for 2011 ---------------------------------------------- CNC Development Ltd. informed the U.S. Securities and Exchange Commission that it will be late in filing its Annual Report on Form 20-F for the period ended Dec. 31, 2011. Due to unanticipated delays, the required accountant review could not be completed within the anticipated time period without unreasonable expense and effort. The Company expects to file within the extension period. About CNC Development CNC Development Ltd. was established under the laws of the British Virgin Islands on Aug. 8, 2008, as a subsidiary of InterAmerican Acquisition Group, Inc., a blank check company that was formed as a vehicle for an acquisition of an operating business. The Company and its subsidiaries, until the suspension of business operations, were engaged in providing services to municipal- government customers to integrate project design, implementation and financing for Build-Transfer projects in the People's Republic of China. The Company lists its principal executive offices as c/o WHI, Inc., at 410 South Michigan Ave., Suite 620, in Chicago, Illinois. For 2010, UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial doubt about CNC Development's ability to continue as a going concern. The independent auditors noted that the Company has only limited working capital as of Dec. 31, 2010, and is dependent on obtaining additional financing to execute its business plan. The Company reported a net loss of $7.7 million on $0 revenue for 2010, compared with a net loss of $4.3 million on $0 revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $19.6 million in total assets, $11.7 million in total liabilities, $21.9 million of total preferred stock and accrued dividends, and a stockholders' deficit of $14.0 million. CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1 --------------------------------------------------------------- The hearing on a motion to dismiss the bankruptcy case of CRET Restoration, Inc. is scheduled for May 1, 2012, at 10:30 a.m. at Courtroom 3-C, Greenbelt. CRET Restoration Inc., based in Fort Washington, Maryland, was placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case No. 12-10648) by creditors M. Evelyn Jones, A Powell Management LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13, 2012. Judge Wendelin I. Lipp presides over the case. COMPLETE PROPERTY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Complete Property Resources, LLC P.O. Box 791169 New Orleans, LA 70179 Bankruptcy Case No.: 12-11179 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: P. Michael Breeden, Esq. BREEDEN LAW FIRM, LLC 830 Union Street, Suite 300 New Orleans, LA 70112 Tel: (504) 524-1668 Fax: (504) 524-1066 E-mail: mbreed23@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Roile Jefferson, member/manager. CUMULUS MEDIA: Files Form S-1, Registers Class A & B Shares ----------------------------------------------------------- Cumulus Media Inc. filed with the U.S. Securities and exchange Commission a Form S-3 registration statement relating to the resale from time to time of: (1) up to 3,315,238 shares of Class A common stock, par value $0.01 per share, that are currently outstanding; (2) up to 6,630,476 shares of Class B common stock, par value $0.01 per share, that are currently outstanding; and (3) up to 8,267,968 shares of Class A common stock issuable upon conversion of the same number of shares of Class B common stock that are issuable upon exercise of outstanding warrants to purchase 8,267,968 shares of Class B common stock, in each case by the selling securityholders. The shares of the Company's common stock covered by this prospectus are being registered to permit the selling securityholders to sell those securities from time to time in the public market. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of any of the securities by the selling securityholders. The Company will pay all costs, fees and expenses incurred in connection with the registration of the securities covered by this prospectus. The selling securityholders will pay any commissions or fees of securities-industry professionals and will pay any transfer taxes. The Company's Class A common stock is traded on the NASDAQ Global Select Market under the symbol "CMLS." The Company's Class B common stock is not currently listed or traded on any national securities exchange. A copy of the Form S-1 is available for free at: http://is.gd/GP8ICr About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting are Missouri and Texas radio stations. The Company's balance sheet at Dec. 31, 2011, showed $4.04 billion in total assets, $3.63 billion in total liabilities, $113.47 million n total redeemable preferred stock, and $290.71 million in total stockholders' equity. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2011, that the lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." DAIRY PRODUCTION: AFS-Sponsored Plan Declared Effective ------------------------------------------------------- Dairy Production Systems - Georgia LLC, et al., notified the U.S. Bankruptcy for the Middle District of Georgia that the effective date of the Plan of Reorganization proposed by Agricultural Funding Solutions Inc. for the Debtors occurred on Jan. 13, 2012. Consistent with the Plan, the Liquidation Trust Agreement was executed on the Effective Date, and the Liquidation Trust Contribution has been transferred to the Liquidation Trust, and by operation of the Plan and Confirmation Order the Bankruptcy Causes of Action have been assigned to the Liquidation Trustee and are now property of the Liquidation Trust. On Jan. 6, 2012, Bankruptcy Judge James D. Walker Jr. confirmed the plan. The Plan provides for: a. the transfer of substantially all of the assets of each of the Debtors to various acquiring entities (DairyCo), which will be 100% owned by AFS or its designee(s), free and clear of all Claims, liens, charges, encumbrances and interests except as otherwise specifically provided in the Plan; b. a settlement with AFS of the AFS Causes of Action in exchange for funding of the Plan; c. funding by AFS or DairyCo of up to $2.5 million to pay Allowed Administrative Expense Claims, Allowed Fee Claims, and Allowed Priority Tax Claims; d. funding by AFS or DairyCo of $1,000,000 to the Liquidation Trust; and e. establishment and implementation of a Liquidation Trust for the purposes of (i) evaluating, prosecuting and resolving all Disputed Priority Non-Tax Claims, Disputed Other Secured Claims, Disputed Unsecured Claims and Disputed Convenience Class Claims against the Debtors' Estates; (ii) prosecution of Causes of Action and the Bankruptcy Causes of Action, to the extent not settled or resolved prior to the Effective Date of the Plan; (iii) holding and liquidating any Liquidation Trust Assets; and (iv) the making of distributions under the Plan. The classification of claims and interests under the plan are: A. Unclassified Claims (Administrative Expense Claims, Fee Claims and Priority Tax Claims) will receive cash equal to the amount of the claim paid by the Proponent or DairyCo subject to the Direct Payment Cap; or (b) other treatment as to which the Proponent or DairyCo and the holder of the allowed claim agreed upon in writing. Administrative expense claims total $2,216,956 while fee claims total $957,775. B. Class 1 (Priority Non-Tax Claims) will receive cash equal to the amount of the Allowed Priority Non-Tax Claim paid by the liquidation trust from the liquidation trust assets; or (b) other treatment which the Proponent, DairyCo, the Liquidation Trustee and the holder of the allowed priority non-tax claim agreed upon in writing. C. Class 2 (AFS Secured Claim) will receive their pro rata share of (a) the DairyCo Equity Interests and (b) the DairyCo Notes. AFS claims total $77,168,958. D. Class 3A (Allowed Other Secured Claim) will receive (a) one of the treatments specified in Section 1124 of the Bankruptcy Code; or (b) other treatment which the Proponent, DairyCo, the Liquidation Trustee and the Holder of the Allowed Other Secured Claim agreed upon in writing. E. Class 3B (Allowed Setoff Claims) will receive payment in full, in cash, from DairyCo or the Proponent, in an amount equal to the Allowed amount of the Allowed Setoff Claim in 60 equal monthly installments, together with interest at the rate of the prime rate plus one percent per annum. Class 3B is estimated to total $326,955.03. F. Class 4 (Allowed Unsecured Claims) will receive their pro rata share of the liquidation trust proceeds. Upon the Effective Date of the Plan, the Holders of the allowed AFS deficiency claims, which are included in this Class 4, will be deemed to have waived any and all rights to distributions on account of their respective allowed unsecured claims only with respect to the Liquidation Trust Contribution, and they otherwise will be entitled to receive their Pro Rata Share of the Liquidation Trust Proceeds. Allowed unsecured total $53,480,760. G. Class 5 (Allowed Convenience Class Claims) will receive 100% of their allowed convenience class claim, which will be paid from the Liquidation Trust Contribution. Class 5 claims total $59,646. H. Class 6 (Equity Interests) will be extinguished on the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/DAIRYPRODUCTION_ds.pdf Relief of Automatic Stay The Court also ordered that Cal-Maine Foods, Inc., is granted relief from automatic stay because the Debtor and all other parties-in-interest failed to cure the default. Cal-Maine is permitted to: -- repossess and sell prepetition Corn Silage as is in the Debtor's possession, and to apply the proceeds of the sale to the indebtedness owing by Debtor to Cal-Maine and to the expenses of repossession and disposition in accordance with applicable law; -- terminate that Corn Silage Agreement, dated March 11, 2011; and -- pursue other remedies as may be available to Cal-Maine pursuant to the Corn Silage Agreement or applicable law. About Dairy Production Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 10-11752) on Oct. 7, 2010. Neil C. Gordon, Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's bankruptcy counsel. Morgan Joseph TriArtisan LLC serves as their financial advisor and investment banker. DPS Georgia disclosed assets of $6,178,324 and debts of $19,182,907 as of the Petition Date. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases were jointly administered, with Dairy Production Systems - Georgia as lead case. Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP, in Macon, Ga., serve as the official committee of unsecured creditors' bankruptcy counsel. DECORATOR INDUSTRIES: Manager Acquires Abbotsford Plant for $1.3MM ------------------------------------------------------------------ Jeff Engel, writing for Marshfield News-Herald, reports that Dan Hannula, then general manager of Decorator Industries' hospitality and health care division based in Abbotsford, Wisconsin, and his wife completed their $1.3 million purchase of the facility on April 13, 2012. Their company officially began operating under its new name -- DI LLC -- on April 23. According to the report, Mr. Hannula said he was encouraged last fall by company leaders to start seeking a buyer for his plant because the parent company could fold. One of Mr. Hannula's largest customers, Las Vegas-based Sobel Westex, showed interest in purchasing the division and offered Mr. Hannula a job in the new venture. But then Mr. Hannula found out the company wanted to liquidate the Abbotsford plant and move the operations out west -- putting nearly 50 people out of work. So Mr. Hannula and his wife, Joan, decided to purchase the plant themselves. About Decorator Industries Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior furnishings for the hospitality and RV industries. Decorator Industries, doing business as Specialty Window Coverings and Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 11-37641) on Oct. 3, 2011. Judge John K. Olson oversees the case. Paul J. Battista, Esq. and Mariaelena Gayo- Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as counsel to the Debtor. The Debtor listed assets of $8,434,882 and liabilities of $3,494,609. The United States Trustee for Region 21 has appointed five members to the Official Committee of Unsecured Creditors. DELTA PETROLEUM: Shareholder Hits Execs. With Class Suit -------------------------------------------------------- Jamie Santo at Bankruptcy Law360 reports that George Darwin, a Delta Petroleum Corp. shareholder, hits three top executives Wednesday with a proposed class action claiming they deceived the public into purchasing stock in the now-bankrupt oil and gas exploration company at artificially inflated prices. Chairman Daniel J. Taylor, CEO Carl E. Lakey and Chief Financial Officer Kevin K. Nanke misled investors by making false statements and withholding negative facts about the true state of Delta's finances, according to the suit filed in Colorado federal court by Mr. Darwin. About Delta Petroleum Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil and gas company engaged primarily in the exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil. Natural gas comprises over 90% of Delta's production services. The core area of its operations is the Rocky Mountain Region of the United States, where the majority of the proved reserves, production and long-term growth prospects are located. Delta and seven of its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013, inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31, 2012 scheduled maturity of its $38.5 million secured credit facility with Macquarie Bank Limited and after several months of unsuccessful attempts to sell the business. Delta disclosed $375,498,248 in assets and $310,679,157 in liabilities, which also include $152,187,500 in outstanding obligations on account of the 7% senior unsecured notes issued in March 2005 with US Bank National Association indenture trustee; and $115,527,083 in outstanding obligations on account of 3-3/4% Senior Convertible Notes due 2037 issued in April 2007. In its amended schedules, the Delta Petroleum disclosed $373,836,358 in assets and $312,864,788 in liabilities. W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York, N.Y., represent the Debtors as counsel. Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as co-counsel. Conway Mackenzie is the Debtors's restructuring advisor. Evercore Group L.L.C. is the financial advisor and investment banker. The Debtors selected Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The petition was signed by Carl E. Lakey, chief executive officer and president. Delta will hold an auction for the business on March 26, 2012. No buyer is under contract. There is $57.5 million in financing for the Chapter 11 effort. The U.S. Trustee told the bankruptcy judge that there was insufficient interest from creditors to form an official committee of unsecured creditors. DEVLIN & ROBINSON: 11th Cir. Says Founder Owns 1/4 of Fee Award --------------------------------------------------------------- R.D. Legal Funding Partners, LP, Intervernor/Appellant, v. Mark E. Robinson, Intervenor/Appellee, No. 11-12190 (11th Cir.), is an appeal involving competing claims to legal fees earned in connection with a federal class action settlement in the personal injury mass toxic tort case, Latrice McLendon, et al. v. Philip Services Corporation (d/b/a Georgia Recovery Systems), et al./1:06CV1770-CAP). The law firm of Devlin & Robinson, P.C., was one of three firms designated as counsel for the putative plaintiff class. D & R received court approval for an allocated total award of attorneys' fees in the sum of $465,679. Three-fourths of this award, or $354,568, has been disbursed to D & R's assignee, R.D. Legal. The right to the remaining one-fourth is the subject of the appeal. R.D. Legal, an entity that purchases unpaid legal fees in settled cases at a discount, and Mark E. Robinson, a founding partner of D & R no longer with that firm, each claim entitlement to the remaining funds in the amount of $111,111. The district court ruled in favor of Mr. Robinson, finding that Mr. Robinson's interest preceded and was paramount to any interest R.D. Legal might have otherwise had by way of the assignment from D & R. R.D. Legal contends that the district court erred "as a matter of law" in that Mr. Robinson has no enforceable fee agreement for representation of the plaintiff class, and no enforceable fee- splitting agreement with D & R or other class counsel. In an April 18, 2012 decision available at http://is.gd/2ym2c6 from Leagle.com, the Eleventh Circuit affirmed. Mark E. Robinson and Marvin A. Devlin, Esq., formed Devlin & Robinson, P.C. in March 2001. In early to mid-2005, Mr. Robinson negotiated a buy-out of his ownership interest in D & R, effective June 1, 2005. Mr. Robinson agreed to remain involved on certain cases "so that the client's[sic] best interests were protected and so D & R did not lose the business or the cases." D & R filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 08-73871) on July 23, 2008, estimating assets and debts below $1 million. DEWEY & LEBOEUF: Owes $75MM to Banks; Greenberg Confirms Talks -------------------------------------------------------------- Jennifer Smith at Dow Jones Newswires and Dan Fitzpatrick and Leslie Scism at The Wall Street Journal report that a person familiar with the matter said Dewey & LeBoeuf LLP is more deeply in debt than was previously thought, owing about $75 million to a syndicate of bank lenders. According to the report, the New York law firm's leaders have until the end of the month to negotiate extending a $100 million revolving credit line with lenders. J.P. Morgan Chase is the lead agent; the other lenders are Citi Private Bank, Bank of America Corp., and HSBC Holdings PLC. The report notes Dewey & LeBoeuf has drawn down about three- quarters of that line -- some $40 million more than was last publicly reported by The Wall Street Journal in March. About 70 partners have left for rival firms since the start of the year. According to the report, legal experts say the exits could put Dewey in danger of breaching loan covenants. Last week Dewey management said the covenants had not been breached. The report relates if the banks end negotiations and demand repayment, Dewey could be forced into bankruptcy. The report also notes Dewey owes at least $125 million to insurance companies that purchased a private bond the firm floated in 2010, according to ex-partners and people familiar with the matter. Firm leaders have said that the bond was issued to refinance existing debt at a more favorable interest rate and that the first payment will come due in 2013. As widely reported, Dewey partners have discussed filing a "prepackaged" bankruptcy plan that would allow a merger partner to take on the firm free of its mounting debts and substantial unfunded pension obligations. Meanwhile, Debra Cassens Weiss, writing for the ABA Journal, reports that Greenberg Traurig has confirmed holding preliminary discussions regarding lawyers at Dewey & LeBoeuf. ABA Journal notes Greenberg's statement doesn't use the word "merger." According to ABA Journal, Bloomberg News, The Wall Street Journal and the Am Law Daily quote from the statement: "We have had preliminary discussions relating to lawyers at Dewey LeBoeuf but we have made no commitments, have not reached agreements and have had no involvement in the firm's financial situation or relationships." ABA Journal further notes Dewey also released a statement saying it is "considering various paths, including continuing to operate as an independent global law firm and a strategic combination with another leading law firm, the latter of which could take many forms." Dewey partners Martin Bienenstock, Esq., and Bruce Bennett, Esq., are leading the team considering the prepackaged bankruptcy. WSJ also reports Dewey on Sunday told its New York lawyers they would have to pay for car reservations with their own corporate or personal credit cards rather than billing rides through a corporate account, as had long been custom. DIGITILITI INC: Jack Scheetz Resigns from Board of Directors ------------------------------------------------------------ Jack Scheetz tendered his resignation from the Board of Directors of Digitiliti, Inc., on April 17, 2012. Effective Dec. 1, 2011, Mr. Scheetz resigned as the Company's Interim President and Chief Executive Officer. About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc.'s business is developing and delivering storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on- line data protection solution helps organizations properly manage and protect their entire network from one centralized location. The Company reported a net loss of $3.98 million in 2011, compared with a net loss of $6.41 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.03 million in total assets, $4.29 million in total liabilities and a $3.26 million total stockholders' deficit. For 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. DUNE ENERGY: Amends 2012 Stock Incentive Plan Awards ---------------------------------------------------- Effective April 20, 2012, Dune Energy, Inc., entered into amendments to clarify the Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreements with each nonemployee director to provide that (i) in the event of a conflict between the Award Agreements and the Dune Energy, Inc. 2012 Stock Incentive Plan, the Award Agreements will govern and (ii) any vested option outstanding at the time of the termination of the grantee is exercisable for one year following the date of termination. The description of the amendment to the Award Agreements is available for free at http://is.gd/ReVnPJ About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $60.41 million in 2011, compared with a net loss of $75.53 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $247.42 million in total assets, $122.49 million in total liabilities, and $124.93 million in total stockholders' equity. * * * As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Dune Energy Inc. to 'SD' (selective default) from 'CC'. "The rating actions follow the company's announcement that it has completed the exchange offer for its 10.5% senior notes due 2012, which we consider a distressed exchange and tantamount to a default," said Standard & Poor's credit analyst Stephen Scovotti. "Holders of $297 million of principle amount of the senior secured notes exchanged their 10.5% senior secured notes for common stock, which in the aggregate constitute 97.0% of Dune's common stock post-restructuring, and approximately $49.5 million of newly issued floating rate senior secured notes due 2016. We consider the completion of such an exchange to be a distressed exchange and, as such, tantamount to a default under our criteria." In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to Caa3/LD from Ca following the closing of the debt exchange offer of the company's 10.5% secured notes. Simultaneously, Moody's upgraded the Corporate Family Rating (CFR) to Caa3 reflecting Dune's less onerous post-exchange capital structure and affirmed the Ca rating on the secured notes. The revision of the PDR reflects Moody's view that the exchange transaction constitutes a distressed exchange. Moody's will remove the LD (limited default) designation in two days, change the PDR to Caa3, and withdraw all ratings. EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: EBaums Webster Ventures, LLC 26 East Main Street Webster, NY 14580 Bankruptcy Case No.: 12-20691 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Western District of New York (Rochester) Judge: Paul R. Warren Debtor's Counsel: Sammy Feldman, Esq. SILVER & FELDMAN 3445 Winton Place, Suite 228 Rochester, NY 14623 Tel: (585) 424-4760 E-mail: sfeldman@silverfeldman.com Scheduled Assets: $4,000,000 Scheduled Liabilities: $3,250,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Neil Bauman, manager. EDGEN MURRAY: S&P Puts 'B-' Corp. Credit Rating on Watch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including the 'B-' corporate credit rating, on Edgen Murray II L.P. on CreditWatch with positive implications. "At the same time, we placed the ratings, including the 'B' corporate credit rating, on Bourland & Leverich Supply Co. LLC (B&L) on CreditWatch with positive implications. The CreditWatch listing indicates at least a 50% likelihood we would raise the ratings following the completion of our review," S&P said. "The positive CreditWatch placement follows the announcement by Edgen Murray's parent, Edgen Group Inc. (not rated), that it has commenced an IPO of 15 million shares with approximately $200 million expected in net proceeds. We expect Edgen Group to use the proceeds to repay $170 million of B&L's outstanding debt and to reduce Edgen Murray's asset-backed revolving credit facility balance. Following the IPO, the operations of both Edgen Murray and B&L will be subsidiaries of the newly formed EDG LLC. Additionally, as part of the reorganization, EM Holdings LLC will be formed and will replace Edgen Murray as the guarantor of Edgen Murray's senior secured notes," S&P said. "Although the two companies have been operating as associated entities since Edgen's 2010 acquisition of 15% of B&L, we expect that the combined entity may realize modest additional operational synergies following the restructuring," said Standard & Poor's credit analyst Gayle Bowerman. "We view B&L's position as one of the larger players in the oil country tubular goods distribution industry as complementary to Edgen's specialty steel distribution business and expect that the greater scale and scope of the ensuing company may strengthen overall profitability metrics. Still, we view the distribution business as a highly fragmented and competitive industry, characterized by exposure to volatile steel prices, cyclical end markets, and relatively slow inventory turnover, which can hurt profitability in periods of rapidly rising or falling prices," S&P said. "Both companies posted good results in 2011, with combined revenue of about $1.7 billion and EBITDA of about $120 million as end- market growth in oil and gas drilling drove higher demand for the products of both companies. Pro forma for the transaction, we expect the combined entity will have total debt of approximately $500 million, with trailing annual leverage of about 4x, which we would consider to be good for the current rating," S&P said. "We will resolve the CreditWatch listing after the pending IPO is completed, which we expect to occur within the next few weeks. Before resolving the CreditWatch, we will assess the pro forma capital structure of the combined company following the IPO and account for potential changes to the company's financial policies, business strategies, and operating expectations. In addition, we will meet with management to determine if the combined company's longer-term operating and financial strategies are consistent with our expectations and a higher rating," S&P said. EMERALD PERFORMANCE: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a first time B2 Corporate Family Rating (CFR) to Emerald Performance Holding Group, LLC and a B1 rating to its proposed six-year $270 million Term Loan. Proceeds from the new term loan are expected to be used to refinance the company's current term loan facility due in 2013, repay the outstanding balance on the revolver, and for expenses. The outlook is stable. The following summarizes the ratings activity: Emerald Performance Holding Group, LLC Ratings assigned: Corporate family rating -- B2 Probability of default rating -- B2 Outlook: Stable Emerald Performance Materials, LLC $270 million Sr Sec 1st Lien Term Loan due 2018 -- B1 (LGD3, 36%) Outlook: Stable Ratings Rationale Emerald's B2 CFR reflects its elevated leverage, modest size (revenues of $665 million for 2011), recent acquisitions that have resulted in a limited operating history under the current structure, and the potential for event risk driven by the sponsor, Sun Capital. Moody's notes that the ratings are subject to receipt of final documentation, which Moody's expects will limit the ability to pay cash dividends to equity holders, incur additional indebtedness or make large acquisitions. The rating is supported by the company's meaningful market positions in many of its niche market segments, moderate product portfolio diversity, and consistency in material margins despite volatile feedstock prices (toluene feed stocks costs represent roughly one-third of Emerald's manufacturing costs). Emerald's geographical footprint (seven US manufacturing facilities, one facility in the Netherlands, and a tolling operation in Argentina) and limited customer concentration are also viewed as credit positives. Emerald has an adequate liquidity profile primarily supported by its $75 million ABL revolver, which is expected to be undrawn at the close of the new financing. Despite elevated capital expenditures from planned capacity increases (of which about $25 million will be funded from existing restricted cash balances), Moody's anticipates the company to generate near breakeven free cash flow in 2012. The new term loan facility has a 50% free cash flow sweep mechanism. In 2012-13, Moody's expects the company to experience modest growth and potentially make small bolt-on acquisitions. The rating currently has limited upside, but could experience some upward movement if the company were to maintain a leverage ratio below 4.5x and generate Retained Cash Flow to Debt greater than 10% on a sustained basis. The rating could be lowered if margins were to deteriorate because of a run-up in raw material prices or if leverage were to exceed 6.5x. The principal methodology used in rating Emerald Performance Holding Group, LLC was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Emerald Performance Holding Group, LLC, headquartered in Cuyahoga Falls, Ohio, is a producer of specialty chemicals used in a wide range of food and industrial applications. The company is owned by funds managed by Sun Capital Partners Inc., and reported sales of roughly $665 million for 2011. EMMIS COMMUNICATIONS: B. Radoff Holds 5.9% of Class A Shares ------------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Bradley Louis Radoff disclosed that, as of April 20, 2012, it beneficially owns 2,000,000 shares of Class A common stock, $.01 par value, of Emmis Communications Corporation representing 5.9% of the shares outstanding. A copy of the filing is available for free at http://is.gd/GdlpcZ About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates 22 radio stations serving New York, Los Angeles, Chicago, St. Louis, Austin, Indianapolis, and Terre Haute, as well as national radio networks in Slovakia and Bulgaria. The company also publishes six regional and two specialty magazines. The Company reported a consolidated net loss of $11.54 million on $251.31 million of net revenues for the year ended Feb. 28, 2011, compared with a consolidated net loss of $118.49 million on $242.56 million of net revenues during the prior year. For the nine months ended Nov. 30, 2011, the Company reported net income attributable to common shareholders of $97.72 million on $185.08 million of net revenues, compared with a net loss attributable to common shareholders of $7.92 million on $193.24 million of net revenues for the same period during the prior year. The Company's balance sheet at Nov. 30, 2011, showed $365.70 million in total assets, $344.92 million in total liabilities,$56.38 million in series A cumulative convertible preferred stock and a $35.60 million total deficit. * * * In November 2010, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating and 'Caa3' Probability of Default rating for Emmis Communications Corporation, as well as its SGL-4 speculative grade liquidity rating. Operating performance improved with the economic recovery, but absent debt reduction with proceeds from an asset sale or equity infusion Emmis will likely breach its leverage covenant when the covenant suspension period ends for the quarter ending November 30, 2011, in Moody's opinion. Emmis' CFR and PDR incorporate expectations for a covenant breach in November 2011. Moody's considers the Company's capital structure unsustainable, and its operations in the cyclical advertising business magnify this challenge. Furthermore, Emmis relies on two markets, Los Angeles and New York, for approximately 50% of its revenue, although its ownership of stations in top markets including Chicago as well as NY and LA, support the rating. The negative outlook incorporates Moody's expectations that Emmis will not comply with its maximum leverage covenant when effective for the quarter ending Nov. 30, 2011. ENTERGY CORPORATION: Moody's Issues Summary Credit Opinion ---------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Entergy Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings, outlook or rating rationale for Entergy Corporation and its affiliates. Moody's current ratings on Entergy Corporation and its affiliates are: Entergy Corporation Senior Unsecured domestic currency ratings of Baa3 LT Issuer Rating domestic currency ratings of Baa3 Senior Unsec. Shelf domestic currency ratings of (P)Baa3 Entergy Arkansas, Inc. First Mortgage Bonds domestic currency ratings of A3 LT Issuer Rating ratings of Baa2 Pref. Stock domestic currency ratings of Ba1 Senior Secured Shelf domestic currency ratings of (P)A3 Pref. Shelf domestic currency ratings of (P)Ba1 System Energy Resources, Inc. First Mortgage Bonds domestic currency ratings of Baa2 Senior Secured domestic currency ratings of Baa3 Senior Secured Shelf domestic currency ratings of (P)Baa2 Senior Unsec. Shelf domestic currency ratings of (P)Ba1 Entergy Mississippi, Inc. First Mortgage Bonds domestic currency ratings of Baa1 LT Issuer Rating ratings of Baa3 Pref. Stock domestic currency ratings of Ba2 Senior Secured Shelf domestic currency ratings of (P)Baa1 Backed First Mortgage Bonds domestic currency ratings of Baa1 Underlying First Mortgage Bonds domestic currency ratings of Baa1 Entergy New Orleans, Inc. First Mortgage Bonds domestic currency ratings of Baa3 LT Issuer Rating ratings of Ba2 Pref. Stock ratings of B1 Senior Secured Shelf domestic currency ratings of (P)Baa3 Backed First Mortgage Bonds domestic currency ratings of Baa3 Underlying First Mortgage Bonds domestic currency ratings of Baa3 W3A Funding Corporation BACKED Senior Secured Shelf domestic currency ratings of (P)Baa2 Entergy Louisiana, LLC First Mortgage Bonds domestic currency ratings of A3 Senior Unsecured domestic currency ratings of Baa2 LT Issuer Rating ratings of Baa2 Pref. Stock domestic currency ratings of Ba1 Senior Secured Shelf domestic currency ratings of (P)A3 Backed First Mortgage Bonds domestic currency ratings of A3 Underlying First Mortgage Bonds domestic currency ratings of A3 Entergy Texas, Inc. First Mortgage Bonds domestic currency ratings of Baa2 LT Issuer Rating domestic currency ratings of Ba1 Senior Secured Shelf domestic currency ratings of (P)Baa2 Entergy Gulf States Louisiana, LLC First Mortgage Bonds domestic currency ratings of A3 LT Issuer Rating ratings of Baa2 Preference stock domestic currency ratings of Ba1 Senior Secured Shelf domestic currency ratings of (P)A3 Pref. Shelf domestic currency ratings of (P)Ba1 BACKED LT IRB/PC domestic currency ratings of Baa2 Ratings Rationale Entergy's Baa3 rating reflects financial and cash flow coverage metrics that are strong for the rating category, a diverse business mix that includes regulated utilities in the Gulf region (all with stable rating outlooks) and an unregulated nuclear business concentrated in the Northeast, and gradually improving regulatory relations. These credit strengths are balanced against challenges at the non-utility nuclear business (declining power prices and relicensing challenges), an emphasis on shareholder returns, a history of strategic initiatives that have at times diverted management attention away from the core utility and power generation businesses, and a utility service territory spanning a large portion of the storm-exposed Gulf Coast and lower Mississippi River basin. Rating Outlook Entergy's rating outlook is stable, reflecting Moody's expectation that the company will continue to exhibit strong cash flow coverage metrics; that it maintain robust levels of liquidity to meet significant Capex requirements and potential collateral hedging requirements; that there will be essentially no increase in the aggregate level of parent company debt and that essentially any new debt issued at the parent company will be used to pay down the revolver. What Could Change the Rating - Up Entergy's rating could be raised if it were to pay down a substantial portion of its parent company debt, or if the consolidated company were to exhibit robust financial ratios, including CFO pre-working capital plus interest to interest above 5.0x and CFO pre-working capital to debt above 22% on a sustained basis from cash flows that Moody's views as showing limited volatility. What Could Change the Rating - Down Entergy's rating could be lowered if there were an increase in the aggregate level of debt at the parent company or any non-utility business segment, if a major nuclear unit license extension were denied or if there were major required increases in non-utility nuclear capital expenditures that in either case caused a material change in Moody's expectations of future consolidated cash flow metrics, if there were a material decline in liquidity (for instance from unexpected outcomes of hedging activity), if one or more of Entergy's major utility subsidiaries experienced financial stress, or if the company's consolidated cash flow coverage metrics were to deteriorate significantly for an extended period, including CFO pre-working capital plus interest to interest below 4.0x and CFO pre-working capital to debt below 17%. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. EPAZZ INC: M&K CPAS Succeeds Lake & Associates as Accountants ------------------------------------------------------------- Lake & Associates, CPA's LLC resigned as the auditor of Epazz, Inc., on Dec. 8, 2012. Lake agreed to assist the Company with the filing of an amended Form 10-K and amended 10-Qs and the effective date of the termination of such auditor relationship is as of April 19 , 2012. Effective Dec. 12, 2011, the Company engaged M&K CPAS, PLLC, as its principal independent public accountant for the fiscal year ended Dec. 31, 2011. The decision to change accountants was recommended, approved and ratified by the Company's sole Director effective Dec. 12, 2011. Lake's report on the financial statements of the Company for the fiscal years ended Dec. 31, 2010, and 2009, and any later interim period, including the interim period up to and including the date the relationship with Lake ceased, did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The opinion contained language regarding the Company's ability to continue as a going concern. In connection with the audit of the Company's fiscal years ended Dec. 31, 2010 and Dec. 31, 2009, and any later interim period, including the interim period up to and including the date the relationship with Lake ceased, there were no disagreements between Lake and the Company on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Lake would have caused Lake to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements. The Company has not previously consulted with M&K regarding either (i) the application of accounting principles to a specific completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable event during the Company's fiscal years ended Dec. 31, 2010, and Dec. 31, 2009, and any later interim period, including the interim period up to and including the date the relationship with Lake ceased. 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. EVERYWARE INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to U.S.-based EveryWare Inc., a manufacturer and distributor of tableware, including glassware, dinnerware, and flatware. "At the same time, we assigned our 'B' issue-level rating to EveryWare's $150 million senior secured term loan due 2017. The recovery rating is '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default. The company also has a $75 million asset-based revolving credit facility (ABL; unrated) due in 2017. We understand that the company used net proceeds from the financing to fund a dividend to its shareholders (including majority owner Monomoy Capital Partners), retire existing debt at Anchor Hocking LLC (Anchor) and Oneida Ltd. (Oneida), and to cover fees and expenses," S&P said. "The outlook is stable. Pro forma for the transaction, we estimate that the company will have about $190 million of reported debt outstanding. Including our adjustments for operating leases, pension obligations, and payment-in-kind (PIK) common equity (which we treat as debt), we estimate EveryWare will have approximately $245 million total adjusted debt outstanding," S&P said. "The ratings on U.S.-based EveryWare reflect Standard & Poor's assessment that the company's financial risk profile is 'highly leveraged,' given the significant debt obligations following the merger, and its very aggressive financial policy of seeking acquisitions and paying dividends to its owners. Based on the company's small EBITDA base and heavy debt burden, we believe its credit metrics will deteriorate quickly if it incurs operating difficulties," said Standard & Poor's credit analyst Stephanie Harter. "The ratings also incorporate our assessment of EveryWare's business risk profile as 'weak.' Key factors in this assessment include our view of EveryWare's narrow product portfolio; participation in the mature and highly competitive glassware, dinnerware, and flatware categories; exposure to commodity costs; and limited brand and geographic diversity," S&P said. "The stable outlook reflects our expectation that EveryWare will maintain leverage below 5x, adequate liquidity, and positive free cash flow. We would consider lowering the ratings if leverage rises to the 5.5x area and/or the company's covenant cushion were to decline below 15%, thus weakening its liquidity position. Although unlikely during the near term, we could consider an upgrade if EveryWare can reduce and sustain leverage to between 3x and 4x, increase FFO to debt above 20%, continue to generate positive discretionary cash flows, and maintain a financial policy consistent with a higher rating. EBITDA would need to increase about 15% for this to occur (assuming constant debt levels)," S&P said. FGIC CORP: Chapter 11 Plan of Reorganization Confirmed ------------------------------------------------------ Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Stuart M. Bernstein on Thursday confirmed a Chapter 11 plan of reorganization for FGIC Corp. nearly at the outset of a 15- minute hearing, putting the insurance holding company on track for a speedy end to its bankruptcy stint. "Congratulations, that was a quick case," Judge Bernstein told attorneys for the debtor after hearing several other issues in the case following his initial confirmation, with little deliberation, of the plan, which envisions unsecured creditors getting all the company's cash. About FGIC Corp. New York-based FGIC Corporation is a privately held insurance holding company. FGIC Corp's main business interest lies in the holdings of the bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com/-- and it depends on dividend payments by FGIC for sustaining its operations. FGIC had stopped paying dividends to parent FGIC Corp. since January 2008. FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010. The bond insurer subsidiary did not file for bankruptcy. Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and noticing agent. The Official Committee of Unsecured Creditors tapped David Capucilli, Esq., at Morrison & Foerster LLP, in New York as its counsel. The Debtor disclosed $11,539,834 in assets and $391,555,568 in liabilities as of the Petition Date. FOUR SEASONS: Hearing on Case Dismissal Continued Until May 16 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida has continued until May 16, 2012, at 2:00 p.m., the hearing to consider the motion dismiss the Chapter 11 case of Four Seasons 66B Investments, Corp. As reported in the Troubled Company Reporter on Feb. 2, 2012, Donald F. Walton, Acting U.S. Trustee for Region 21, is seeking the case's dismissal, stating that: 1. The Debtor's only asset is its interest in a condominium unit in the Four Seasons Condominium Building in Miami, Florida, valued at $1,260,000. The condominium is encumbered by a mortgage listed as secured debt of $1,555,765. The Debtor lists no unsecured debt. 2. JP Morgan Chase holds the mortgage on the condominium, and on Aug. 12, 2011, filed a motion for stay relief which motion was granted by the Court in Order Granting Stay Relief on Sept. 7, 2011. 3. The Debtor's sole reason for filing bankruptcy was to attempt to refinance or sell the condominium before it was sold in foreclosure. That reason is now moot since JP Morgan Chase obtained stay relief to continue and complete foreclosure proceedings in state court and sale the condominium. 4. The Debtor has not filed monthly operating reports ("MORs") since March 2011, as required by Local Bankruptcy Rule 2015- 1. 5. The Debtor has not paid this obligation to the United States Trustee for the second, third and fourth quarter of 2011 with estimated fees owed of $1,956. About Four Seasons Coral Gables, Florida-based Four Seasons 66B Investments Corp. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-23713) on May 19, 2010. Cesar J. Dominguez, Esq., serves as counsel to the Company. The Company estimated its assets and debts at $100 million to $500 million as of the Chapter 11 filing. FRANCISCAN COMMUNITIES: St. Mary's in Illinois Brings in $18.8MM ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Franciscan Communities St. Mary of the Woods Inc., a retirement community and nursing home in Avon fetched a top price of $18.8 million at auction last week. The winning bidder, Orion Properties Eleven LLC, opened the auction with a $15 million bid. Franciscan Communities Inc. came in second with a $18.6 million bid. About Franciscan Communities Illinois-based Franciscan Communities St. Mary of the Woods, Inc., owns and operates a senior living community in Avon, Ohio. The not-for-profit community is owned and managed by the Franciscan Sisters of Chicago Service Corp. Franciscan Communities St. Mary of the Woods filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011, after it failed to negotiate an out-of-court workout with holders of tax-free bonds. Judge Jessica E. Price Smith oversees the case. The Debtor disclosed assets of $36 million and debt totaling $48 million as of the Chapter 11 filing. In its schedules, the Debtor disclosed $22,314,854 in assets and $49,555,487 in liabilities. The Debtor is represented by Heather Lennox, Esq., Carl E. Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as bankruptcy counsel. The Garden City Group, Inc., is the claims and noticing agent. The Debtor tapped Deloitte Financial Advisory Services LLP as restructuring advisor, and Houlihan Lokey Capital, Inc., as its investment banker. The U.S. Trustee appointed Beverly Laubert as patient care ombudsman. Franciscan Sisters of Chicago, the sole member of the Debtor, is providing $4.5 million in DIP loans. The DIP Lender is represented by George Mesires, Esq., and Daniel P. Strzalka, Esq., at Ungaretti & Harris LLP. The Bank of New York Mellon Trust Company, N.A., the bond trustee, is represented by Bruce H. White, Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP. Wells Fargo Bank, N.A., as Master Trustee, is represented by Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP. Sovereign Bank, provider of the Debtor's letter of credit facility, is also represented by John R. Weiss, Esq., at Duane Morris LLP. The Official Committee of Unsecured Creditors in the Chapter 11 cases of the Debtor is represented by McDonald Hopkins LLC as counsel. FREESCALE SEMICON: Fitch's Rating Actions Affect $7-Bil. Debt ------------------------------------------------------------- Fitch Ratings has affirmed the following ratings for Freescale Semiconductor Holdings I, Ltd.: -- Issuer Default Rating (IDR) at 'CCC'; -- Senior secured bank revolving credit facility (RCF) at 'B-/RR3'; -- Senior secured term loans at 'B-/RR3'; -- Senior secured notes at 'B-/RR3'; -- Senior unsecured notes at 'C/RR6'; and -- Senior subordinated notes at 'C/RR6'. The Rating Outlook is Stable. Fitch's actions affect approximately $7.0 billion of total debt, including the currently undrawn RCF. The ratings and revision of the Rating Outlook to Stable from Positive reflects Fitch's expectations that Freescale's revenue growth and free cash flow will be weak over the near term. Beyond the near term, Fitch believes revenue growth will remain modest but that operating EBITDA margin expansion could drive free cash flow higher. Nonetheless, Fitch continues to believe Freescale will be challenged to generate sufficient free cash flow and, therefore, require ongoing capital markets access to meet significant intermediate-term debt service requirements. Freescale faces approximately $2.8 billion of debt maturities and amortization through 2016, although the company's ongoing refinancing actions have resulted in a relatively clear runway over the next few years. Fitch's expectations for negative overall revenue growth in 2012 will constrain near-term free cash flow. Fundamental end market demand and increasing electronics content for automotive electronics, industrial products, consumer electronics, and networking infrastructure equipment remains healthy and poised for low- to mid- single digit growth over the longer term. However, Fitch anticipates negative near-term revenue growth will be driven by ongoing year-over-year sales declines in Freescale's cellular business and the distribution channel's efforts to reduce excess inventory levels. Fitch expects operating EBITDA margin expansion from restructuring in the near term and further expansion from operating leverage upon the resumption of revenue growth. These factors could drive upside to Freescale's free cash flow. The completion of Freescale's planned production facility closures in 2012 should produce approximately $120 million of annual cost savings. Front end utilization was approximately 81% for the recently ended quarter and the company estimates that a 100 basis point increase in utilization from 81% translates into 25 to 30 basis points of incremental gross profit margin. Nonetheless, Freescale's operating EBITDA margins are nearing historical peak levels (in the mid-20s) but have translated into only minimal cumulative free cash flow in recent years. Despite the potential for operating EBITDA margin expansion, Fitch expects credit protection measures to remain highly cyclical. For the latest 12 months (LTM) ended March 30, 2012, Fitch estimates total leverage (total debt to operating EBITDA) was approximately 6.0 times (x), compared with 7.6x for fiscal 2010 and nearly 20x for fiscal 2009. Interest coverage (operating EBITDA to gross interest expense) is approaching 2x for the LTM ended March 30, 2012, up from 1.7x and 0.7x at the end of fiscal 2010 and 2009, respectively. Fitch continues to believe that debt reduction from free cash flow resulting in total leverage below 5.5x could result in positive rating actions. Conversely, negative rating actions could occur if Freescale uses significant free cash flow over a multi-year period, which Fitch believes likely would be the result of a meaningfully weakened competitive position. The ratings continue to reflect Freescale's: -- Leading share positions and in microcontrollers (MCU) and embedded processing markets, particularly automotive. These markets are characterized by longer product lifecycles; -- Substantial and increasing customer and end-market diversification, driven by solid design wins in microcontrollers and embedded processing and increased attach rates within the company's radio frequency (RF), analog and sensors businesses; and -- Low capital intensity from the company's 'asset-light' manufacturing strategy. Ratings concerns center on Freescale's: -- Limited financial flexibility from highly leveraged capital structure with significant interest expense and debt maturities; -- Structural revenue growth challenges from focus on markets with meaningful incumbent supplier advantages, which also fortifies Freescale's leading market positions; and -- Minimal free cash flow in recent years, driven by operating EBITDA that remains below cyclical peak levels. Fitch believes Freescale's liquidity as of March 30, 2012 and consisted of: i) approximately $760 million of cash and equivalents, approximately a third of which was held in the U.S.; and ii) approximately $408 million of remaining availability under the $425 million senior secured RCF due July 1, 2016. Total debt was approximately $6.6 billion as of March 30, 2012 and consisted of: -- $500 million of senior secured term loans due 2019; -- $2.2 billion of senior secured term loans due 2016; -- $2 billion of senior secured notes due 2018; -- $355 million of senior unsecured notes due 2014; -- $1.2 billion of senior unsecured notes due 2020; and -- $264 million of senior subordinated notes due 2016. The Recovery Ratings (RR) for Freescale reflect Fitch's recovery expectations under a distressed scenario, as well as Fitch's belief that Freescale's enterprise value, and hence recovery rates for its creditors, will be maximized as a going concern rather than liquidation scenario. In deriving a distressed enterprise value, Fitch applies a 40% discount to its estimate of Freescale's operating EBITDA for the LTM ended March 30, 2012 of approximately $1.0 billion. Fitch applies a 5x distressed EBITDA multiple to reach a reorganization enterprise value of approximately $3.1 billion. As is standard with Fitch's recovery analysis, the revolver is assumed to be fully drawn and cash balances fully depleted to reflect a stress event. After reducing the amount available in reorganization for administrative claims by 10%, Fitch estimates the senior secured debt would recover 51% - 70%, equating to 'RR3' Recovery Ratings. The senior unsecured and senior subordinated debt tranches would recover 0% - 10%, equating to 'RR6' Recovery Ratings and reflecting Fitch's belief that minimal if any value would be available for unsecured noteholders. FW VALENCIA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: FW Valencia Palms Apartments, LP 8201 Lockheed, Ste. 235 El Paso, TX 79925 Bankruptcy Case No.: 12-30748 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: Harrel L. Davis, III, Esq. GORDON DAVIS JOHNSON & SHANE P.C. P.O. Box 1322 El Paso, TX 79947-1322 Tel: (915) 545-1133 E-mail: hdavis@eplawyers.com Scheduled Assets: $0 Scheduled Liabilities: $5,094,235 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/txwb12-30748.pdf The petition was signed by Richard Aguilar, manager of FW Valencia Palms Mgmt, LLC, general partner. GATEWAY METRO: Hearings on Cash Use, Exclusivity Set for May 3 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, approved a stipulation continuing hearing on Gateway Metro Center, LLC's: -- exclusivity motion from April 10, 2012, to May 3; and -- motion to use cash collateral from April 10, to May 3. The Court has also granted the Debtor's request to extend use of cash collateral through the earlier of (a) May 3, and (b) the effective date of the amended Debtor's Chapter 11 Plan dated April 2, 2012. In the cash collateral motion, the Debtor is requesting for authorization to continue using the cash collateral until June 29, 2012. The Debtor owes $20.5 million in principal to Allstate Life Insurance Company, which Allstate alleges is secured by Gateway Metro Center and substantially all of the Debtor's operating assets. The Debtor also owes $350,000 in principal to Flying Tigers, LLC. As the owner of a tenant-filled, office building whose operation is dependent on cash flow, the Debtor said it must continue to operate the building to maintain and preserve the Debtor's value and the lenders' collateral. The Debtor is proposing that as adequate protection from any diminution in value of the lenders' collateral, it will grant the lenders replacement liens. Additionally, the Debtor believes that Gateway Metro Center has a value of approximately $30.5 million (including the land), while the principal amount of secured claims is less than $21 million, which is an equity cushion of 31%. A full-text copy of the motion and the budget is available for free at http://bankrupt.com/misc/GATEWAYMETRO_cashcoll.pdf Exclusivity Extension Secured creditor Road Bay Investments, LLC, in response to the exclusivity extension, is asking the U.S. Bankruptcy Court for the Central District of California to deny Gateway Metro Center's request to extend the Debtor's exclusive solicitation period. As reported in the Troubled Company Reporter on March 22, 2012, the Debtor is asking the Court to extend its exclusive right to gain acceptance of a plan until July 6, 2012. Two and a half weeks after the Petition Date, the Debtor filed its Chapter 11 Plan, as amended. Following approval of the amended Disclosure Statement describing the Plan, on Nov. 7, 2011, the Debtor distributed the Plan, Disclosure Statement and voting package on creditors entitled to vote on the Plan. All Classes that voted, voted to accept the Plan. Class 1 under the Plan, comprised of the secured claim of the Debtor's primary secured lender, Allstate Life Insurance Company, with all successors-in-interest, including Road Bay Investments, LLC, was not entitled to vote and, therefore, Class 1 did not accept the Plan. Road Bay is also the only creditor that filed an objection to the Plan. Road Bay relates that it filed an objection to the Debtor's proposed plan on Dec. 7, 2011, the parties entered Court-ordered mediation in an attempt to reach a mutually agreeable settlement and avoid a contested confirmation hearing. The mediation was held Jan. 12, 2012. Road Bay explains that the Debtor has had ample time to negotiate its plan -- more than 100 days since the objection was filed -- and nothing has come to fruition. To that end, Road Bay is willing and able to fund a plan which pays all allowed non-insider claims 100% in full. Authorizing Road Bay to file and attempt to confirm the plan will not prevent the Debtor from doing the same. Instead, it will merely present creditors with a viable alternative to a plan which, so far, has shown no hint of confirmability. Road Bay is represented by: Charles R. Gibbs, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Tel: (214) 969-2800 Fax: (214) 969-4343 E-mail: cgibbs@akingump.com - and - Christina M. Padien , Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067-3012 Tel: (310) 229-1000 Fax: (310) 229-1001 E-mail: cpadien@akingump.com About Gateway Metro Center Gateway Metro Center LLC, is a California limited liability company whose primary assets include (1) an approximately 121,462 square foot - 11 story office building and land located in the City of Pasadena, California ("Gateway Metro Center" formerly known as Gateway Tower) including rights to further develop the land on which the Gateway Metro Center is located, and (2) an approximately 8,000 square feet parcel of land immediately abutting the office building. The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011. Judge Barry Russell presides over the case. Howard J. Weg, Esq., and Lorie A. Ball, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California, represent the Debtors. Skeehan & Company serves as accountant to the Debtor. FTI Consulting, Inc., is the financial advisor to the Debtor. Colliers International, Inc. acts as leasing broker. In its schedules, the Debtor disclosed $32.6 million in assets and $22.3 million in liabilities. The petition was signed by John F. Pipia, its president. GATEWAY METRO: Taps Seyfarth Shaw as Special Real Estate Counsel ---------------------------------------------------------------- Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Seyfarth Shaw LLP as its special real estate counsel. Seyfarth Shaw will assist the Debtor in negotiating and documenting a modification and restructuring of the Debtor's 2006 loan in the original principal amount of $20,500,000 from its primary secured creditor Allstate Life Insurance Company. Richard C. Mendelson, a partner at Seyfarth, has represented the Debtor, well as entities related to the Debtor, in a variety of real estate transactions for over 15 years and, more specifically, represented the Debtor in connection with the Original Loan. The Debtor will employ Seyfarth as its special real estate counsel on an hourly rate basis. Mr. Mendelson will be the primary attorney at Seyfarth responsible for working on this matter. Mr. Mendelson's customary hourly rate is $825. Seyfarth has agreed, however, to apply a 15% discount to the work performed on behalf of the Debtor. While Mr. Mendelson anticipates that he will be the only Seyfarth attorney to work on the matter, it is possible that one other partner, Andrew Shiner, will perform work on behalf of the Debtor. Mr. Shiner's customary hourly rate is $725, and Seyfarth has also agreed to apply a 15% discount to the work performed by Mr. Shiner. To the best of the Debtor's knowledge, Seyfarth does not represent or hold any interest adverse to the Debtor or to the estate with respect to any of these representations. About Gateway Metro Center Gateway Metro Center LLC, is a California limited liability company whose primary assets include (1) an approximately 121,462 square foot - 11 story office building and land located in the City of Pasadena, California ("Gateway Metro Center" formerly known as Gateway Tower) including rights to further develop the land on which the Gateway Metro Center is located, and (2) an approximately 8,000 square feet parcel of land immediately abutting the office building. The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011. Judge Barry Russell presides over the case. Howard J. Weg, Esq., and Lorie A. Ball, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California, represent the Debtors. Skeehan & Company serves as accountant to the Debtor. FTI Consulting, Inc., is the financial advisor to the Debtor. Colliers International, Inc. acts as leasing broker. In its schedules, the Debtor disclosed $32.6 million in assets and $22.3 million in liabilities. The petition was signed by John F. Pipia, its president. GENERAL MARITIME: Files Technical Ch. 11 Plan Modifications ----------------------------------------------------------- General Maritime Corp. filed with the U.S. Bankruptcy Court technical modifications to its Second Amended Chapter 11 Plan of Reorganization. General Maritime Corp. scheduled a confirmation hearing on May 3 for approval of the Chapter 11 plan. The bankruptcy judge in New York signed an order April 2 approving an agreement that improves the treatment of unsecured creditors. In return, the official creditors' committee agreed to support the modified plan. As reported in the April 2, 2012 edition of the Troubled Company Reporter, holders of allowed unsecured claims will share in $6 million in cash, warrants exercisable for up to 3% of the equity in the reorganized Company, and 2% of the equity in the reorganized Company, increasing their estimated recovery from 0.75% to 1.88% under the original plan to approximately 5.41% under the revised plan. Through the revised plan, (i) the Debtors' financial debt will be reduced by approximately $600 million, (ii) the Debtors' cash interest expense will be reduced by approximately $42 million annually, and (iii) the Debtors will receive a new capital infusion of approximately $175 million from affiliates of Oaktree Capital Management LP. Oaktree will convert $175 million of secured debt into 98% of the new equity. The rights offering contemplated in the prior version of the plan will no longer be implemented. A copy of the Second Amended Chapter 11 Plan of Reorganization with the technical modifications dated April 19, 2012, is available at no charge at: http://bankrupt.com/misc/GMC_2nd_Plan_TM.pdf About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Creditors Committee also tapped Lowenstein Sandler PC as special conflicts counsel. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. As reported in the TCR on April 5, 2012, General Maritime Corp. scheduled a confirmation hearing on May 3 for approval of its Chapter 11 plan. GENERAL MOTORS: Court Dismisses Tort Suit Against GM Canada ----------------------------------------------------------- District Judge Abdul K. Kallon granted the motion for summary judgment filed by General Motors of Canada, Ltd., seeking dismissal of Hubert Glynn King's complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), or, in the alternative, motion for a judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c) or Summary Judgment pursuant to Rule 56. Hubert Glynn King, as the Personal Representative of the Estate of Willie Lyle King, Deceased, Plaintiff, v. General Motors Corporation, et al., Defendants, Civil Action No. 5:11-cv-2269-AKK (N.D. Ala.), arises from the death of Mr. King's wife, Willie Lyle King, in an automobile accident occurring on Nov. 16, 2008. Mr. King alleges that, as he and his wife drove their 2001 Chevrolet Silverado from Tuscaloosa, Alabama to Madison County, Alabama on Interstate 65, he "maneuvered his vehicle to avoid hitting a deer crossing the road when the vehicle left the roadway and struck a tree." On Nov. 15, 2010, Mr. King filed suit against General Motors Corporation, Bill Heard Chevrolet, Inc.-Huntsville, and 18 fictitious parties including "those entities who or which manufactured or assembled the General Motors vehicle involved in the occurrence made the basis of this lawsuit, any component part thereof, or any attendant equipment used or available for use therewith." A copy of the Court's April 18, 2012 Memorandum Opinion is available at http://is.gd/rvQNcwfrom Leagle.com. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. On Nov. 1, 2011, Moody's Investors Service raised New GM's Corporate Family Rating and Probability of Default Rating to Ba1 from Ba2, and its secured credit facility rating to Baa2 from Baa3. Moody's also raised the Corporate Family Rating of GM's financial services subsidiary -- GM Financial -- to Ba3 from B1. On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default Ratings of New GM, General Motors Holdings LLC, and General Motors Financial Company Inc., to 'BB' from 'BB-'. On Oct. 3, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on New GM to 'BB+' from 'BB-'; and revised the rating outlook to stable from positive. "We also raised our issue-level rating on GM's debt to 'BBB' from 'BB+'; the recovery rating remains at '1'," S&P said. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. GENTA INC: Has 2.2 Billion Outstanding Common Shares ---------------------------------------------------- The number of outstanding shares of Genta Incorporated common stock par value $0.001 as April 20, 2012, is 2,212,407,559. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. The Company reported a net loss of $69.42 million in 2011, compared with a net loss of $167.30 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $14.49 million in total assets, $53.74 million in total liabilities and a $39.24 million total stockholders' deficit. EisnerAmper LLP, in Edison, New Jersey, noted that the Company's recurring losses from operations and negative cash flows from operations and current maturities of convertible notes payable raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company in September 2011, issued $12.7 million of units, consisting of $4.2 million of senior secured convertible notes and $8.5 million of senior secured cash collateralized convertible notes. In connection with the sale of the units, the Company also issued two types of debt warrants in an amount equal to 100% of the purchase price for each unit. The Company had direct access to $4.2 million of the proceeds, and the remaining $8.5 million of the proceeds were placed in a blocked account as collateral security for the $8.5 million senior secured cash collateralized convertible notes. Presently, with no further financing, the Company projects that it will run out of funds during the first quarter of 2012. The Company currently does not have any additional financing in place. If it is unable to raise additional funds, the Company could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell some or all of its assets, cease operations or even declare bankruptcy. There can be no assurance that the Company can obtain financing, if at all, or raise those additional funds, on terms acceptable to it. GETTY PETROLEUM: Court Lifts Stay for Robert's Convenience ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York granted Robert's Convenience Food Stores, Inc., relief from the automatic stay with respect to its State Court litigation against Getty Petroleum Marketing, Inc., et al. The Court determined that the Debtors do not have an equity interest in the real property located at 300 Front Street, Greenport, New York, and that the Debtor's interest or former interest in the property, if any, is not necessary to an effective reorganization. The Court ordered that the automatic stay is modified and Robert's Convenience is permitted to prosecute seeking a declaratory judgment determining that Debtors are severally liable to Robert's Convenience for the sums of money expended by Robert's Convenience in the clean up and removal of contaminated materials at the property, and money damages of not less than $150,000. About Getty Petroleum A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing markets gasolines, hydraulic fluids, and lubricating oils through a network of gas stations owned and operated by franchise holders. A former subsidiary of Russian oil giant LUKOIL, the company operates in the Mid-Atlantic and Northeastern US states. Getty Petroleum Marketing's primary asset is the more than 800 gas stations in the Mid-Atlantic states which are located on properties owned by Getty Realty. After scaling back the company's operations to cut debt, in 2011 LUKOIL sold Getty Petroleum Marketing to investment firm Cambridge Petroleum Holding for an undisclosed price. Getty Petroleum and three affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec. 5, 2011. Judge Shelley C. Chapman presides over the case. Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq., and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New York, N.Y., serve as Debtors' counsel. Ross, Rosenthal & Company, LLP, serves as accountants for the Debtors. Getty Petroleum Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444 in liabilities as of the Petition Date. The petition was signed by Bjorn Q. Aaserod, chief executive officer and chairman of the board. The Official Committee of Unsecured Creditors is represented by Wilmer Cutler Pickering Hale and Dorr LLP. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the deadline for any individual or entity to file proofs of claim against the Debtors. The Court has also fixed Sept. 5, as the bar date for governmental entities. GETTY PETROLEUM: Has Until July 2 to Decide on Master Lease ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended until July 2, 2012, the time within which Getty Petroleum Marketing, Inc., et al., must assume or reject unexpired leases of nonresidential real property, not including a certain "Master lease." Getty Properties Corp. (together with Gettymart Inc.), as lessor, and certain of the Debtors (namely, GPMI and Getty Terminals Corp.), as lessees, are parties to that certain Consolidated, Amended and Restated Master Lease dated as of Nov. 2, 2000. In this relation, the Debtors, the Official Committee of Unsecured Creditors, and Getty Properties have agreed to the removal from time to time of properties comprising the premises from the Master Lease in order to permanently reduce the amount of Fixed Rent payable under the Master Lease, and to other matters affecting the Master Lease, the administration of the Chapter 11 cases, and the prosecution of various avoidance actions asserted or assertible by the estates. The terms and conditions of the stipulation includes, among other things: i) The installment of Fixed Rent in the amount of $5.00 million due and payable on Jan. 1, 2012, will be due and payable in the amount of $2.31 million on account on Feb. 6, 2012, and the balance thereof in the amount of $1.68 million (after taking into account the sum of $1.00 million which is due and payable by Green Valley Oil, LLC to the Debtors on or before Jan. 30, 2012, and the payment by the Debtors after the receipt thereof of an equal amount to Getty Properties, which payment has been made by the Debtors, pursuant to the stipulation and order dated Jan. 24, 2012, will all be due and payable on April 30, 2012. ii) The installment of postpetition Fixed Rent in the amount of $4.98 million due and payable on Feb. 1, 2012, will all be due and payable on April 30, 2012 (less the amount of $1.00 million payable by GVO to the Debtors on or before Feb. 6, 2012, and the payment by the Debtors after receipt thereof of an equal amount to Getty Properties, which payment has been made by the Debtors pursuant to the GVO Order). iii) The installment of Fixed Rent in (ii) The installment of postpetition Fixed Rent in the amount of $4.98 million due and payable on Feb. 1, 2012, will all be due and payable on April 30, 2012 (less the amount of $1.00 million payable by GVO to the Debtors on or before Feb. 6, 2012, and the payment by the Debtors after receipt thereof of an equal amount to Getty Properties, which payment has been made by the Debtors pursuant to the GVO Order). iv) The installment of Fixed Rent in the amount of $4.97 million due and payable on March 1, 2012, has been rescheduled that it is due and payable, and has actually been paid, in the amount of $1.00 million on March 7, 2012, on account, and the balance thereof (less $1.00 million which is due and payable by GVO on or before March 6, 2012, and the payment by Debtors after receipt thereof of an equal amount to Getty Properties within 24 hours of receipt of payment from GVO, pursuant to the GVO Order, which has been paid to Getty Properties) will all be due and payable on April 30, 2012. v) All remaining postpetition obligations due hereunder, including postpetition Fixed Rent not otherwise paid, will be due and payable on April 30, 2012, together with all interest at the rate provided in the Master Lease. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/GETTYPETROLEUM_leaseext_stipulation.pdf Objection Dealer Nino's Auto Repair, Inc., in its objection to the stipulation and order deferring rents, related that: 1) it prevents the Committee from proposing a confirmable liquidating plan; and 2) it will promote unnecessary expenses being accrued including salaries of the Debtors' management, fees of the Debtors' professionals, and professional fees that will be expended in connection with the formulation and confirmation of a liquidating plan which is highly unlikely to be confirmed over objection of dealers. The Dealer is a member of the Committee. The Dealer subleases a service station from GPMI which station GPMI leases from Getty Properties Corp. and Gettymart Inc., pursuant to the Master Lease. Collectively, the Dealer and the Dealer's principal, Giovanni Cutillo hold scheduled claims of approximately $11.4 million (and unscheduled claims significantly in excess of that amount) making them, as a group, the second largest unsecured creditor in the cases. The Dealers noted that they are victims of a scheme by the Debtors and their former owners, OAO Lukoil and its subsidiaries and affiliates, under which valuable assets were stripped from the Debtors thereby bankrupting them. About Getty Petroleum A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing markets gasolines, hydraulic fluids, and lubricating oils through a network of gas stations owned and operated by franchise holders. A former subsidiary of Russian oil giant LUKOIL, the company operates in the Mid-Atlantic and Northeastern US states. Getty Petroleum Marketing's primary asset is the more than 800 gas stations in the Mid-Atlantic states which are located on properties owned by Getty Realty. After scaling back the company's operations to cut debt, in 2011 LUKOIL sold Getty Petroleum Marketing to investment firm Cambridge Petroleum Holding for an undisclosed price. Getty Petroleum and three affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec. 5, 2011. Judge Shelley C. Chapman presides over the case. Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq., and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New York, N.Y., serve as Debtors' counsel. Ross, Rosenthal & Company, LLP, serves as accountants for the Debtors. Getty Petroleum Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444 in liabilities as of the Petition Date. The petition was signed by Bjorn Q. Aaserod, chief executive officer and chairman of the board. The Official Committee of Unsecured Creditors is represented by Wilmer Cutler Pickering Hale and Dorr LLP. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the deadline for any individual or entity to file proofs of claim against the Debtors. The Court has also fixed Sept. 5, as the bar date for governmental entities. GLOBAL AVIATION: Lowenstein Sandler OK'd as Committee's Counsel --------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Global Aviation Holdings Inc., et al., to retain Lowenstein Sandler PC as its counsel. As reported in the Troubled Company Reporter on March 28, 2012, the hourly rates of Lowenstein Sandler's personnel 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 $145 - $245 To the best of the Committee's knowledge, Lowenstein Sandler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code About Global Aviation Holdings Global Aviation Holdings Inc., based in Peachtree City, Ga., is the parent company of North American Airlines and World Airways. Global is the largest commercial provider of charter air transportation for the U.S. military, and a major provider of worldwide commercial global passenger and cargo air transportation services. North American Airlines, founded in 1989 and based in Jamaica, N.Y., operates passenger charter flights using B757-200ER and B767-300ER aircraft. World Airways, founded in 1948 and based in Peachtree City, Ga., operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. Global Aviation, along with affiliates, filed Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012. Global's lead counsel in connection with the restructuring is Kirkland & Ellis LLP and its financial advisor is Rothschild. Kurtzman Carson Consultants LLC is the claims agent. The Debtors disclosed $589.8 million in assets and $493.2 million in liabilities as of Dec. 31, 2011. Liabilities include $146.5 million on 14% first-lien secured notes and $98.1 million on a second-lien term loan. Wells Fargo Bank NA is agent for both. Global said it will use Chapter 11 to shed 16 of 30 aircraft. In addition, Global said it will use Chapter 11 to negotiate new collective bargaining agreements with its unions and deal with liabilities on multi-employer pension plans. On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven member official committee of unsecured creditors in the case. The Committee tapped Lowenstein Sandler PC as its counsel, and Imperial Capital, LLC as its financial advisor. GOODMAN NETWORKS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Plano, Texas-based Goodman Networks Inc., including the 'B+' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch listing follows Goodman's failure to timely complete its audit and release its year-end financial statements. The delay is primarily due to material weaknesses in its internal controls over financial reporting, which led to errors that overstated revenue and pretax income in 2010 and will likely cause the company to restate financial statements from prior periods. Goodman's failure to file its financial statements could, over time and without a waiver from its bondholders, result in a violation of reporting requirements within its bond agreements and trigger a technical default. For this technical default to occur, bondholders would first need to give notice to Goodman, after which time the company would have 60 days to comply. No such notice has been served. In addition, we expect the company's delay in filing will not present an immediate challenge to liquidity, which we view as 'adequate,' as long as the reporting delays do not trigger a default," S&P said. GRACEWAY PHARMA: Chapter 11 Liquidation Plan Confirmed ------------------------------------------------------ Sindhu Sundar at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Peter J. Walsh on Friday confirmed Graceway Pharmaceuticals LLC's Chapter 11 liquidation plan, with clarifications to allay concerns the Internal Revenue Service voiced earlier this month that the plan wouldn't preserve the federal government's setoff and recoupment rights. Law360 relates that Judge Walsh confirmed Graceway's first amended liquidation plan, filed in February, saying that nothing in the plan would affect the government's ability to assert its set-off and recoupment rights. About Graceway Pharmaceuticals Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered dermatology, respiratory, and women's health products. Its Zyclara Cream is used for the treatment of external genital and perianal warts (EGW) in patients 12 years of age and older. The company offers products for the treatment of dermatology conditions, such as actinic keratosis, superficial basal cell carcinoma, external genital warts, atopic dermatitis, and acne; and respiratory conditions, such as asthma. Graceway Pharmaceuticals and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on Sept. 29, 2011. The company's debt includes $430.7 million owing on a first-lien revolving credit and term loan. Second-lien debt is $330 million, with mezzanine debt totaling another $81.4 million. Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel to the Debtors. Latham & Watkins LLP is the co-counsel. Alvarez and Marsal North America, LLC, is the financial advisor. Lazard Freres & Co. LLC is the investment banker. PricewaterhouseCoopers LLP is the tax consultant. BMC Group serves as claims and notice agent. Lowenstein Sandler PC serves as the committee counsel. Graceway Pharmaceuticals LLC completed the sale of the business in December 2011 to Medicis Pharmaceutical Corp. for $455 million. GRUBB & ELLIS: Seeks Approval of Duer's Employment Agreement ------------------------------------------------------------ BankruptcyData.com reports that Grubb & Ellis filed with the U.S. Bankruptcy Court a motion for an order approving an employment agreement with Linda Duer who, as the Debtors' responsible officer, and working with the Debtors' professionals, will manage the wind down of the Debtors' estates. Under the agreement, the Debtors will pay Ms. Duer a monthly fee of $22,500. 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. Several parties in interest have taken an appeal from the sale order. GRUBB & ELLIS: Becomes Newmark Grubb Knight Frank After Sale ------------------------------------------------------------ Mike Sunnucks, senior reporter at Phoenix Business Journal, reports that Grubb & Ellis Co. is now Newmark Grubb Knight Frank. The new international real estate company comes out of Grubb's bankruptcy filing and subsequent purchase by New York-based investment firm BGC Partners Inc. Newmark Grubb will keep Grubb & Ellis' existing offices in Phoenix and Tucson open under the new banner. "We're still doing business here," the report quotes Pete Bolton, head of Newmark Grubb's Phoenix office, as saying. BGC is a spinoff of Wall Street investment firm Cantor Fitzgerald. It acquired Manhattan-based Newmark Knight Frank in 2011. Mr. Bolton said Newmark Knight did not have an Arizona presence before the Grubb acquisition. 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. GSC CAPITAL: Black Diamond's Plan Declared Effective March 16 ------------------------------------------------------------- GSC Group, Inc., et al., notify the U.S. Bankruptcy Court for the Southern District of New York that the Effective Date of Black Diamond Capital Management, L.L.C.'s Fourth Amended Joint Chapter 11 Plan for the Debtors occurred on March 16, 2012, and not March 9. Previously, the Court was informed of the March 9 effective date, however, at a hearing on March 12, the Court determined that, notwithstanding the March 9 notice, certain conditions had to be met prior to the Plan becoming effective. The conditions have been met and the Plan became effective on March 16. As reported in the Troubled Company Reporter on Feb. 17, 2012, the bankruptcy judge approved a Black Diamond-sponsored Chapter 11 plan for the investment management firm. Black Diamond's plan was the product of a settlement with GSC's Chapter 11 trustee approved by the bankruptcy court in December. As reported by The Troubled Company Reporter on Jan. 24, 2012, the Fourth Amended BDCM Plan provides for the continued operation of the Debtors' existing investment management business. BDCM maintained that its plan is a more preferable and value-preserving alternative to the GSC Chapter 11 Trustee's Modified Joint Plan of Liquidation. The BDCM Plan offers all unsecured creditors three recovery options: (1) a fast cash payout; (2) a partial cash payment close to the Effective Date plus a delayed cash payout from the proceeds of the Liquidating Trust; or (3) shares of Reorganized GSC Group Series B Preferred Stock and shares of Reorganized GSC Group Convertible Class B Common Stock, which will comprise between 33% and 49%, at BDCM's discretion, of the Reorganized GSC Group Common Stock with 24.9% of the voting rights. The BDCM Plan also provides that Preferred Equity Interest holders will receive shares of Reorganized GSC Group's Class A Common Stock equal to between 51% and 67%, at BDCM's discretion, of the total GSC Common Stock, while the Trustee Plan does not provide any recovery for the interest holders. A clean version of the BDCM 4th Amended Disclosure Statement dated Jan. 12, 2012, is available for free at: http://bankrupt.com/misc/GSCGrp_DS4thAmdJan12.PDF In a Dec. 20 stipulation, the Chapter 11 Trustee agreed to support the BDCM Plan, and adjourned seeking confirmation of its own Plan to allow BDCM to pursue confirmation of the BDCM Plan provided that BDCM consummates its Plan by Mar. 31, 2012. In return, BDCM has provided the Chapter 11 Trustee with $1 million to satisfy allowed Chapter 11 professional fees and agreed to provide $4 million in escrow funds for the Reorganized Debtors to use to satisfy any "Straddle Tax" (i.e., any income tax liability required to be paid had the Effective Date occurred on or before Dec. 31, 2011). In a separate filing, the Hon. Shelley C. Chapman ordered that: -- James L. Garrity, Jr., as Chapter 11 trustee for the Debtors' estate, is authorized to abandon the contract rights under a collateral management agreement dated Oct. 6, 2006, by and between GSC ABS CDO 2006-4u, Ltd., and NJLP, as amended. -- the termination agreement between NJLP and GSC ABS CDO 2006- 4u, Ltd., terminating the CDO 2006-4u Contract and appointing a replacement collateral manager, is approved; and -- the requirement that the trustee provide notice of the abandonment of the contract rights to all of the Debtors' creditors pursuant to Bankruptcy Rule 6007 is waived. About GSC Group Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- was a private equity firm that specialized in mezzanine and fund of fund investments. Originally named Greenwich Street Capital Partners Inc. when it was a subsidiary of Travelers Group Inc., GSC became independent in 1998 and at one time had $28 billion of assets under management. Market reverses, termination of some funds, and withdrawal of customers' investments reduced funds under management at the time of bankruptcy to $8.4 billion. GSC Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010. Michael B. Solow, Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice and claims agent. Capstone Advisory Group LLC served as the Debtor's financial advisor. The Debtor estimated its assets at $1 million to $10 million and debts at $100 million to $500 million as of the Chapter 11 filing. Since Jan. 7, 2011, the Debtors have been operated by James L. Garrity Jr., as Chapter 11 trustee for the Debtors. The Chapter 11 trustee tapped Shearman & Sterling LLP as his counsel, and Togut, Segal & Segal LLP as his conflicts counsel. No committee of unsecured creditors has been appointed in the case. The Chapter 11 trustee completed the sale of business in July 2011 and filed a liquidating Chapter 11 plan and explanatory disclosure statement in late August. The bankruptcy court authorized the trustee to sell the business to Black Diamond Capital Finance LLC, as agent for the secured lenders. Proceeds were used to pay secured claims. The price paid by the lenders' agent was designed for full payment on $256.8 million in secured claims, with $18.6 million cash left over. Black Diamond bought most assets with a $224 million credit bid, a $6.7 million note, $5 million cash, and debt assumption. A minority group of secured lenders filed an appeal from the order allowing the sale. Through a suit in state court, the minority lenders failed to halt Black Diamond from completing the sale. The Chapter 11 Trustee and Black Diamond have filed rival repayment plans for GSC Group. As reported in the TCR on Dec. 16, 2011, Hilary Russ at Bankruptcy Law360 related that the Chapter 11 trustee for GSC Group, Inc., reached a handshake deal on Dec. 13, 2011, ending a bitter dispute with Black Diamond that delayed a $235 million asset sale. Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins, represent Black Diamond Capital Management, LLC, as counsel. Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland & Ellis LLP serve as counsel to Black Diamond Capital Management, LLC. HACIENDA ANA: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hacienda Ana Coffe Estate Inc. Carr. 143, Km 11.0 Bo. Jauca Sector La Pico Jayuya, PR 00664 Bankruptcy Case No.: 12-03001 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq. MS LOZADA LAW OFFICE 254 San Jose St., Suite 3 San Juan, PR 00901 Tel: (787) 520 6002 Fax: (787) 520 6003 E-mail: lcdamslozada@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 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/prb12-03001.pdf The petition was signed by Angel R. Santiago Colon, president/owner. HICKORY PRINTING: Suit Over Fire Sale Survives Motion to Dismiss ---------------------------------------------------------------- Bankruptcy Judge J. Craig Whitley denied the defendants' partial motion to dismiss an amended complaint, seeking dismissal of first, second, and fourth causes of action for failure to state a claim upon which relief may be granted, in the action, James T. Ward Sr., Trustee for Hickory Printing Group, Inc., Plaintiff, v. Estate of Thomas W. Reese, by and through, Charles D. Dixon and Stephen M. Thomas, Co-Executors; George B. Glisan; and Jeffrey A. Hale, Defendants, Adv. Proc. No. 11-3175 (Bankr. W.D.N.C.). The Court said each of the causes of action state plausible claims for relief and that the Motion should be denied. A copy of the Court's April 19, 2012 Order is available at http://is.gd/DqjmIc from Leagle.com. Hickory Printing Group, Inc., was placed in involuntary Chapter 7 bankruptcy (Bankr. W.D.N.C. Case No. 10-51051) after a sale of all of the company's assets to a third party Hickory Printing Solutions, LLC in May 2010. James T. Ward Sr., the Chapter 7 Trustee for HPG, maintains that that sale was (1) for grossly inadequate consideration, and (2) was undertaken by the Defendants, HPG's officers, directors, or shareholders to satisfy an unsecured bank debt which they had personally guaranteed. Specifically, the Trustee said HPG, which had a value of roughly $4.9 million, was sold for only $200,000, and that HPG had unsecured liabilities of more than $7.4 million. The Trustee said the Defendants knew that the $3.3 million Bank of Granite claim was in fact unsecured when HPG's assets were sold. The Trustee maintains that the Defendants personally benefitted from this "fire sale" to the detriment of the debtor and its creditors and in so doing, breached fiduciary duties owed by themselves to both the HPG and its creditors. The Trustee said HPG, which had a value of roughly $4.9 million, was sold for only $200,000, and that HPG had unsecured liabilities of more than $7.4 million. The Trustee said the Defendants knew that the $3.3 million Bank of Granite claim was in fact unsecured when HPG's assets were sold. He seeks a recovery of damages. The Defendants counter that their decision to terminate the Debtor's business operations and to sell its assets was in the best interests of the company, given that there were no other offers or viable alternatives. The Defendants further argue that the HPG's board of directors relunctantly made the decision to sell due to HPG's default on a line of credit to its bank, the ensuing demand by its lender for turnover of collateral, and a lack of cash flow by which to keep the company operating. The Defendants also assert that until the eve of the closing, the Board believed the bank held a valid and perfected secured lien on all of HPG's assets. By the time it learned otherwise, the Board was committed to the sale and could not avert course. Defendants cite a variety legal theories under North Carolina corporate law as to why the enumerated causes of action are deficient and should be dismissed. HOTI ENTERPRISES: Plan Confirmation Hearing Scheduled for May 3 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has rescheduled to May 3, 2012, at 10:00 a.m., the hearing to consider confirmation of a Chapter 11 Plan for HOTI Enterprises, LP, and HOTI Realty Management Co. Inc. The hearing was previously scheduled for April 27. GECMC 2007 C-1 Burnett Street, LLC, the Plan Proponent filed a First Modified Disclosure Statement explaining the First Modified Plan of Reorganization dated March 15, 2012. GECMC holds perfected, valid, first priority secured claims against Hoti Enterprises, L.P. in an aggregate amount (as of the Petition Date) in excess of $40.7 million pursuant to a certain mortgage, note, assignment of rents, and related agreements. According to the Amended Disclosure Statement, GECMC will be entitled to receive all rights, title, and interest in and to (i) the property and all other GECMC Collateral (including all Cash held by or on behalf of the Debtors or the Receiver, Rents and Leases), and (ii) all Non-Avoidance Causes of Action that the Debtors or the Estates may have against any Person,1 and (iii) all Causes of Action that may exist against the Debtors or their Related Persons relating to the Debtors' and their Related Persons' failure to pay Tenant Funds in accordance with the Contempt Order and the Cash Collateral Order, in full and final satisfaction, settlement, release, and discharge of and in exchange for release of the GECMC Secured Claims against the Debtors, which are deemed Allowed pursuant to the Plan in the amount of $40,733,874, plus any additional fees, expenses, and interest that may be owing to GECMC. Each Holder of an Other Secured Claim, General Unsecured Claim Subordinated 510(b) Claim, and Equity Interest, will not receive any Distribution or receive or retain any interest in the Debtors, the Estates, or other property or interests of the Debtors on account of the Other Secured Claim. Based on the Debtors' Schedules, GECMC does not believe that Hoti Management has any significant assets as to which GECMC does not have a lien. To the extent it is determined that any of Hoti Management's assets do not constitute GECMC's collateral, either under the GECMC Loan Documents or in connection with the replacement liens granted under the Cash Collateral Order, then the assets will not be turned over or transferred to GECMC pursuant to Section 6.2 of the Plan or otherwise. A full-text copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/HOTI_ENTERPRISES_ds_1stmodified.pdf About Hoti Enterprises Harrison, New York-based Hoti Enterprises, LP, is a single asset real estate holding company that owns an apartment complex located at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue -- collectively, known as 1865 Burnett Street -- in Brooklyn, New York. Hoti Realty Management Co., Inc., was in the business of owning and operating a management company that managed the apartment complex. Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-24129) on Oct. 12, 2010. Hoti Enterprises estimated its assets and debts at $10 million to $50 million. Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York, N.Y., represents the Debtors as counsel. A receiver of rents was appointed against Hoti Enterprises pre- bankruptcy pursuant to a foreclosure proceeding commenced by GECMC 2007-C-1 Burnett Street, Hoti's mortgagee and largest secured creditor. No Official Committee of Unsecured Creditors has been appointed in the case. INDIANAPOLIS DOWNS: To Face $17MM Casino Contract, IP Claims ------------------------------------------------------------ Max Stendahl at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Brendan L. Shannon ruled that Indianapolis Downs LLC must face claims of $17 million over its use of trademarks and the termination of a management contract at an Indiana gaming complex. Law360 relates that Judge Shannon granted a motion by two Cordish Co. units to dismiss Indianapolis Downs' adversary suit objecting to their claims. About Indianapolis Downs Indianapolis Downs LLC operates Indiana Live -- http://www.indianalivecasino.com/-- a combined race track and casino at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. In July 2001, Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. Epiq Bankruptcy Solutions is the claims and notice agent. INDYMAC BANCORP: Trustees Beats FDIC in Race for Tax Refunds ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unsecured creditors of IndyMac Bancorp Inc. won the first leg of a race to recover $55.1 million when the U.S. Bankruptcy Judge in Los Angeles recommended that the trustee for the bank holding company, and not the Federal Deposit Insurance Corp., be found entitled to tax refunds. A U.S. district judge will decide whether to accept the recommendation. The report recounts that in June 2009, the holding company's Chapter 7 trustee sued the FDIC. Among other things, the trustee wanted the judge to rule that he, and not the FDIC, was entitled to tax refunds under a tax-sharing agreement between the parent and subsidiary. The lawsuit progressed until June 2011, when the trustee and the FDIC had filed motion about the tax refunds, both claiming there were no disputed facts, thus allowing the bankruptcy judge to rule without holding a trial. The FDIC argued that it should receive the tax refunds because they resulted from losses incurred by the bank. The trustee took the winning position by arguing that the tax-sharing agreement allowed the holding company to file tax returns and receive tax refunds. According to the report, U.S. Bankruptcy Judge Sheri Bluebond agreed with the trustee. In her opinion on March 29, she concluded that the taxsharing agreement "established a debtor- creditor relationship" between the holding company and the bank subsidiary, where the holding company had the right to receive tax refunds. She said that the bank had the right to receive payments "for amounts that might or might not correspond with the amount of any refund received" by the holding company. Consequently, the $55.1 million, the report notes, should belong to the trustee, with the FDIC having an unsecured claim under the tax-sharing agreement. Judge Bluebond rejected numerous arguments by the FDIC, including contentions that the refunds should be segregated or held in escrow. Mr. Rochelle relates that under peculiarities of bankruptcy law, the lawsuit over tax refunds is a type of dispute where the bankruptcy judge doesn't have power to make a final ruling. Instead, Judge Bluebond's lengthy opinion is a recommendation on how a federal district judge should rule. The district judge can accept or reject her analysis or devise a different resolution. The lawsuit is Siegel v. Federal Deposit Insurance Corp., 09-01698, U.S. Bankruptcy Court, Central District of California (Los Angeles). About Indymac Bancorp Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) -- http://www.indymacbank.com/-- is the holding company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that originated mortgages in all 50 states of the United States. Through its hybrid thrift- mortgage bank business model, IndyMac designed, manufactured, and distributing cost-efficient financing for the acquisition, development, and improvement of single-family homes. IndyMac also provided financing secured by single-family homes to facilitate consumers' personal financial goals and strategically invests in single-family mortgage-related assets. On July 11, 2008, the Office of Thrift Supervision closed IndyMac Bank and appointed FDIC as the bank's receiver. Thacher Proffitt & Wood LLP was engaged as counsel to the FDIC. Indymac Bancorp filed for Chapter 7 bankruptcy protection on July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752). Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer, Esq. Bloomberg noted that Indymac had about $32.01 billion in assets as of July 11, 2008. In court documents, IndyMac disclosed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. INTCOMEX INC: Moody's Affirms 'B3' CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed Intcomex, Inc.'s B3 Corporate Family Rating (CFR), its B3 Probability of Default rating, and the B3 rating for the Company's senior secured notes. Moody's also maintained the Company's SGL-3 liquidity rating and revised its ratings outlook to stable from negative based on the ratings agency's expectations of Intcomex's improving cash flow generation. Rating Rationale The stable outlook reflects Moody's belief that Intcomex's cash flow from operations should improve driven by continued volume growth and stable cash conversion cycles and that the Company should produce slightly positive cash flow from operations in 2012, compared to the negative $20 million in 2011. Intcomex's credit profile has also benefited from the investment agreement with Brightpoint in April 2011, pursuant to which Brightpoint acquired equity interest in Intcomex, infused $15 million of cash in Intcomex and contributed its mobile devices business in certain Latin American markets. The mobile devices business accounted for about 60% of Intcomex's annual revenue growth in 2011. The stable outlook additionally reflects the expectations of continued decline in Intcomex's total debt-to-EBITDA leverage from 4.1x at year-end 2011 toward 3.5x in the next 12 to 18 months driven by EBITDA growth. The B3 CFR reflects Intcomex's lack of free cash flow resulting from its weak profitability, mainly due to high debt service costs, and large working capital requirements, and the Company's high financial leverage. The rating considers Intcomex's highly competitive operating environment, its modest scale relative to the large-scale technology distributors, and high concentration of revenues generated from developing countries in Latin America and the Caribbean region, which are potentially subject to economic and foreign currency volatility. At the same time, Intcomex benefits from a growing demand for IT products and mobile devices in the region given the existing low levels of PC and wireless penetration and good near-to-intermediate term economic growth prospects for the countries in the region which comprise Intcomex's key markets. The B3 rating is supported by Intcomex's good market position as a result of its long operating history in the region and its diversified customer base within the region. The rating benefits from moderate barriers to entry in certain markets due to the difficulties of conducting business in Latin America, although competition from large-scale broadline IT distributors and OEMs selling direct to high-volume markets is expected to increase in the future. Intcomex's SGL-3 liquidity rating reflects the Company's adequate liquidity mainly comprising its cash balances and limited access to funds under its U.S. revolving credit facility to finance growth in working capital. The following ratings were affirmed: Issuer: Intcomex, Inc. Corporate-Family Rating -- B3 Probability of Default Rating -- B3 $115 million (originally $120 million) second-lien senior secured notes due 2014 -- B3, LGD4 (50%), revised from LGD3 (49%) Speculative grade liquidity at SGL-3 Outlook, Changed To Stable from Negative Moody's could raise Intcomex's ratings if sustainable growth in profitability results in increased levels of free cash flow in the mid single digit percentages of total debt, Debt-to-EBITDA leverage could be maintained below 4.5x, including through temporary fluctuations in demand, and the Company maintains good financial flexibility. Moody's could downgrade Intcomex's ratings if its liquidity deteriorates or challenges in business execution cause free cash flow deficits to increase and the Company is unable to maintain total debt-to-EBITDA leverage below 5.0x. The principal methodology used in rating Intcomex, Inc. was the Global EMS & IT Distribution Industry Methodology published in April 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Intcomex, Inc., headquartered in Miami, Florida, is a distributor of information technology products in 40 countries in Latin America and the Caribbean. The Company reported approximately $1.3 billion in annual revenue in 2011. INTEGRATAS SECURITY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Integratas Security Corporation 1785 Lakeland Avenue Ronkonkoma, NY 11779 Bankruptcy Case No.: 12-72355 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Gerard R. Luckman, Esq. SILVERMANACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 E-mail: efilings@spallp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Michael J. O'Neill Sr., president/CEO. INVESTORS LENDING: US Trustee, Committee Balk at Plan Outline ------------------------------------------------------------- Donald F. Walton, the U.S. Trustee for Region 21, and the U.S. Official Committee of Unsecured Creditors in the Chapter 11 case of Investors Lending Group, LLC, ask the U.S. Bankruptcy Court for the Southern District of Georgia to deny approval of the Chapter 11 Plan and Disclosure Statement. According to the Committee, among other things: -- the Debtor has failed to provide justification for the reduction in real estate values as set forth in Debtor's Disclosure Statement as compared the higher values listed in the Schedules, the latter of which were based on the County tax assessment; -- the Disclosure Statement fails to accurately value the Debtor's real property holdings; -- the Debtor's Plan does not satisfy the Absolute Priority Rule as set forth in Section 1129 of the Bankruptcy Code. The U.S. Trustee explains that, among other things: -- the Plan provides that unsecured creditors may elect one of two options for the treatment of their claims. However, neither option provides that unsecured claims will be paid in full with interest. Moreover, the current owner of the Debtor LLC will retain her 100% ownership interest in the business without contributing any new value, and there is no mechanism by which the ownership interest in the Reorganized Debtor is exposed to competitive bidding in the marketplace. -- this statement must appear in bold, capitalized text in the first paragraph of the first page of the Disclosure Statement: "THE PLAN OF REORGANIZATION PROPOSED BY INVESTORS LENDING GROUP, LLC, CANNOT BE CONFIRMED IF THE UNSECURED CREDITOR CLASS VOTES TO REJECT IT." -- in its summary of the Plan, the Disclosure Statement fails to describe the Plan provisions rendering property transfers exempt from state and local stamp and transfer taxes and recording fees pursuant to Section 1146 of the Bankruptcy Code. The Chapter 11 Plan As reported in the Troubled Company Reporter on March 23, 2012, the Debtor has filed a Chapter Plan dated Feb. 17, 2012, that contemplates that the Debtor will continue the operation of the business. Under the Plan, unsecured creditors, classified under Class 5, will have two options for treatment of their claims: (1) Creditors will receive a total dividend of 16% of their Allowed Claim, in full and complete satisfaction of the same. They will be paid a pro-rata share of $800,000, 15 months from the Effective Date, and every 12 months thereafter on the anniversary date of the first payment, until the 16% dividend has been paid. The length of time required to satisfy those creditors who choose the Option 1 will depend on the number of creditors who choose Option 1 and the total amount of those creditors' claims. The Debtor estimates the pay-out period to be between 15 and 39 months from the Effective Date. (2) Creditors who select this option will receive a total dividend of 33% of their Allowed Claim, to be paid 60 months after the Effective Date, in full and complete satisfaction of those claims. No interest will be paid on any Class 5 Claim. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/INVESTORS_LENDING_ds.pdf About Investors Lending Based in Savannah, Georgia, Investors Lending Group LLC filed for Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011. Judge Lamar W. Davis Jr. presides over the case. James L. Drake, Jr. P.C., acts as counsel to the Debtor. The Debtor scheduled assets of $14,197,900 and debts of $18,634,570. The petition was signed by Isaac L. Rabhan, CEO/assistant manager. In November 2011, the U.S. Trustee for Region 21 appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Investors Lending. C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in Savannah, GA, represent the Committee. ISHARES EMERGING: S&P Rates Fund Credit Quality 'BB-f/S4' --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-f' fund credit quality and 'S4' volatility ratings on the iShares Emerging Markets Corporate Bond Fund. "The iShares Emerging Markets Corporate Bond Fund is part of iShares Inc., a registered investment company that consists of more than 50 investment series or portfolios. The company was organized as a Maryland corporation on Aug. 31, 1994, and is authorized to have multiple series or portfolios. The company is an open-end management investment company registered with the U.S. SEC under the Investment Company Act of 1940, as amended. The offering of the company's shares is registered under the Securities Act of 1933, as amended," S&P said. "BlackRock Fund Advisors (BFA), the fund's investment adviser, is a subsidiary of BlackRock Inc. (A+/Stable/A-1). As of Dec. 31, 2011, BlackRock Inc. and its affiliates provided investment advisory services for assets estimated to exceed $3.513 trillion. State Street Bank & Trust Co. is the administrator, custodian, and transfer agent for the fund. BlackRock Investments LLC, a subsidiary of BlackRock Inc., is the fund's distributor," S&P said. "BFA uses a passive or indexing approach to achieve the fund's investment objectives. The fund was launched this week. It seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the corresponding underlying index. The underlying index for the iShares Emerging Markets Corporate Bond Fund is the Morningstar Emerging Markets Corporate Bond Index, which tracks the performance of the U.S. dollar-denominated emerging market corporate bond market," S&P said. "Our fund credit quality ratings, identified by the 'f' subscript, reflect the level of protection the fund provides against losses from credit defaults. The credit quality ratings scale ranges from 'AAAf' (extremely strong protection against losses from credit defaults) to 'CCCf' (extremely vulnerable to losses from credit defaults). The ratings from 'AAf' to 'CCCf' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories," S&P said. "Our fund volatility ratings, identified by the 'S' scale, are based on our current opinion of a fixed-income fund's sensitivity to changing market conditions, relative to a portfolio made up of government securities and denominated in the base currency of the fund. The volatility ratings are based on a scale from 'S1' (lowest sensitivity) to 'S6' (highest sensitivity). Volatility ratings evaluate sensitivity to factors such as interest rate movements, credit risk, and liquidity," S&P said. "We will monitor the fund monthly to ensure the consistency of the credit and volatility profiles with the assigned ratings," S&P said. JEFFRIE LONG: Accord Voids Valleycrest's Judicial Lien ------------------------------------------------------ In the case, Jeffrie and Sharon Long, v. Valleycrest Landscape Development, Inc., Adv. Proc. No. 12-00095 (Bankr. D. Md.), Bankruptcy Judge Thomas J. Catliota approved a stipulation and consent order between the parties wherein they agree as to Count I (Avoidance of Preferential Transfer 11 U.S.C. Sec. 547) of the Complaint to Avoid Preferential Transfer, that the recordation of the judicial lien in the Circuit Court for Calvert County, Maryland, is a preferential transfer within the meaning of 11 U.S.C. Sec. 547. The parties agree that judgment be entered in favor of the Longs and against Valleycrest as to Count I and that Valleycrest's judicial lien is avoided. The parties further stipulate that the adversary case be held open pending disposition of the Defendant's motion for leave to file a counterclaim for nondischargability. A copy of the Stipulation and Consent Order dated April 18, 2012, is available at http://is.gd/KzWOa8from Leagle.com. Attorney for Valleycrest is: Shawn C. Whittaker, Esq. WHITTAKER & ASSOCIATES, P.C. Rockville, MD Tel: (301) 838-4502 Fax: (301) 838-4505 E-mail: shawn@whittaker-law.com Jeffrie Long and Sharon Long filed a Chapter 11 petition (Bankr. D. Md. Case No. 11-29719) on Oct. 3, 2011. The Longs are represented by: Alon J. Nager, Esq. Columbia, MD Tel: (443) 546-4608 Fax: (443) 546-4621 E-mail: anager@chaifetzandcoyle.com JEFFERSON COUNTY: Alabama Counties Eligible for Bankruptcy ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Alabama Supreme Court ruled in a unanimous decision April 20 that Jefferson County and the city of Prichard, Alabama, both have the right to be in municipal bankruptcy. Mr. Rochelle recounts that a bankruptcy judge ruled in August that the city of Prichard wasn't entitled to be in Chapter 9 bankruptcy because it didn't have outstanding bonds. The Prichard case was appealed to the federal district court, where the judge asked the Alabama Supreme Court to say whether outstanding bonds are required before filing municipal bankruptcy. Meanwhile, a different bankruptcy judge presiding over the municipal bankruptcy of Jefferson County ruled in March that having outstanding bonds wasn't required before Alabama law authorizes a municipality to file bankruptcy. According to the report, the state Supreme Court ruled that the state statute is "unambiguous." The state's highest court said the "legislature intended to authorize every county, city, town or municipal authority" to file bankruptcy. Mr. Rochelle notes that the 13-page ruling by the state court on April 20 was an abbreviated version of the 28-page, single-spaced ruling on March 4 by the Jefferson County Bankruptcy Judge Thomas B. Bennett. Holders of more than $3 billion in defaulted sewer debt challenged the county's right to be in Chapter 9, interpreting Alabama state law as requiring a county to have outstanding bonds, which Jefferson County doesn't have. Judge Bennett looked at state law and concluded that resorting to bankruptcy court "is not constrained by the types of debts outstanding on the day a bankruptcy case is initiated." The state's Supreme Court reached the same conclusion. About Prichard, Alabama The city of Prichard, Alabama, a suburb of Mobile, filed for municipal reorganization on Oct. 27, 2009, its second time in eight years. The Chapter 9 petition in Mobile says that assets and debt both exceed $10 million. In September 2010, the Bankruptcy Court dismissed Prichard's petition after finding that the city lacked the capacity, under Alabama law, to file the petition. The city filed for bankruptcy after retirees stopped receiving pension checks. Prichard said it was having a "substantial under- funded pension obligation." Prichard has a population of 25,000. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. JOBSON MEDICAL: Prepackaged Plan Declared Effective March 20 ------------------------------------------------------------ Jobson Medical Information Holdings LLC, notified the U.S. Bankruptcy Court for the Southern District of New York that the Effective Date of the Prepackaged Plan of Reorganization dated Jan. 10, 2012, occurred on March 20, 2012. As reported in the Troubled Company Reporter on March 7, 2012, the bankruptcy judge confirmed the Debtor's plan. The Debtors filed their proposed Chapter 11 Plan together with their bankruptcy petition. The Debtors solicited votes on the Plan in January. Kurtzman Carson Consultants has certified that secured lenders and holders of the Class A equity have approved the Plan. The Plan gives the company three more years to pay off its loan and grants its secured lender equity in the new company. Under the Plan, maturity of first-lien debt will be extended by three years and the lenders owed $117.4 million will be given 20% of the equity. Unsecured creditors with claims totaling about $2 million will be paid in full. The Plan allows the Class A shareholders to retain 80% of the new stock. The existing Class B shareholders retain nothing. The Plan Support Agreement requires approval from the bankruptcy court through a confirmation order no later than March 23. The agreement also requires consummation of the Plan by March 26. About Jobson Medical Jobson Medical Information Holdings LLC, a health-care information and service provider, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with 16 affiliates. JMIH estimated assets and debt of as much as $500 million each in its petition. Closely held Jobson, based in New York, works with pharmacies, clinics, government and employer groups as well as specialty medical groups to deliver medical information. Judge Sean H. Lane presides over the case. Lawyers at Lowenstein Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors' counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent and as administrative agent. The petition was signed by Derek Winston, chief financial officer. General Electrical Capital Corporation, as administrative agent to the prepetition lenders (as successor to Toronto Dominion (Texas) LLC in such capacity), is represented by Michael C. Rupe, Esq., and Heath D. Rosenblat, Esq., at King & Spalding LLP. KEVIN GUAY: Dismissal of Claims Over Illegal Search Affirmed ------------------------------------------------------------ While engaged in a Chapter 7 bankruptcy action, Kevin Guay brought numerous claims against government officials and a police officer, seeking damages for an allegedly illegal search of his property. Mr. Guay, however, failed to amend his bankruptcy schedules, as required, to disclose the existence of his claims as newly acquired assets prior to obtaining a discharge from bankruptcy. As a result, the government officials et al. moved for summary judgment on the basis of judicial estoppel, even though Mr. Guay's failure to disclose his claims did not give him an unfair advantage in this proceeding. It was enough, the government officials et al. argued, that Mr. Guay successfully adopted a position in the bankruptcy proceeding inconsistent with the position he takes. Agreeing, the district court granted summary judgment for the government officials et al. The U.S. Court of Appeals for the First Circuit affirms. In early 2009, while still in bankruptcy, the Guays were subjects of a police investigation into alleged violations of state environmental protection laws. On March 25, 2009, Sean Ford, a Concord, New Hampshire police detective, secured search warrants allowing extensive excavation of two properties owned by the Guays. During execution of the warrants on March 25 and 26, officers also searched the Guays' home, which was not included in either warrant. The officers also denied the Guays and their tenants access to other properties the couple owned for which no warrant was obtained. The search caused extensive damage to the Guays' properties and was widely reported in television and print media. On June 26, 2009, Kevin Guay, acting pro se, filed suit in federal court under 42 U.S.C. 1983 against Ford and various other defendants claiming a violation of his Fourth, Fifth and Fourteenth Amendment rights. He also raised state law claims of malicious prosecution, malicious abuse of process, and intentional and negligent infliction of emotional distress. A month later, Lorraine Guay, also pro se, filed a substantially similar suit and the district court ordered the two actions consolidated. Throughout their bankruptcy proceeding, the Guays failed to file amended asset schedules identifying their lawsuits as assets, as required by 11 U.S.C. 521(a)(1) and 541(a)(1) & (7). During an Aug. 12, 2009 meeting of the Guays' creditors, an attorney for the State of New Hampshire asked the Guays about various civil lawsuits in which they were plaintiffs, including those at issue here. The lawsuits were discussed among the Guays, their counsel, counsel for the State, and the bankruptcy Trustee, and the Guays' counsel offered to provide the Trustee with copies of all the relevant filings. It is unclear whether these documents were ever provided, but the Guays never formally disclosed the existence of the claims by amending their asset schedules. Later in August 2009, the State of New Hampshire filed a motion seeking an order requiring the Guays to demonstrate why they should not be held in contempt for failing to file required monthly operating statements and amended bankruptcy schedules. The motion noted that these filings were required both by Federal Rule of Bankruptcy Procedure 1019 and by the bankruptcy court's order converting the bankruptcy matter from a Chapter 11 to a Chapter 7 proceeding. In response to this motion, the bankruptcy court ordered the Guays to file the additional information required by Bankruptcy Rules 1019 and 1007, including information concerning any property interest acquired subsequent to the filing of the bankruptcy petition. The order required the Guays to file this information by Oct. 29, 2009. Before that deadline arrived, the bankruptcy court granted the Guays a discharge on October 27 pursuant to 11 U.S.C. 727. The order discharged all debts eligible for discharge in a Chapter 7 bankruptcy, but did not dismiss the case or end the Trustee's responsibility for the estate. Accordingly, in response to the court's earlier order, the Guays filed an affidavit with the bankruptcy court on Oct. 29 stating that no amendments to their petition or asset schedules were necessary. Several days later, the State of New Hampshire filed another motion in the bankruptcy proceeding seeking an order finding the Guays in contempt for failing to file monthly operating reports and the disclosures required by Bankruptcy Rule 1019. The Guays filed an opposition to this motion, stating that "the Debtors have filed an affidavit stating that the information provided in their bankruptcy schedules as amended was accurate and there are no changes," and again affirming the completeness and accuracy of their bankruptcy schedules and failing to identify their lawsuits as assets. Shortly thereafter, in a December 2009 order, the magistrate judge handling this civil action ordered the parties to submit additional briefing on the issue of whether the bankruptcy Trustee, and not the Guays, was the real party in interest in this lawsuit. In doing so, the court noted that the Trustee had not abandoned the action. In their supplemental brief, the defendants raised the issue of judicial estoppel for the first time. Subsequently, on Jan. 15, 2010, the Guays filed with the bankruptcy court a Report of Unpaid Chapter 11 Obligations in which they identified their claims in this lawsuit. The Chapter 7 Trustee then filed a Notice of Abandonment with respect to the Guays' lawsuits, explaining that she had determined that "the Lawsuits are burdensome and of inconsequential value to the estate." This Notice was served on the Guays' creditors, who were given the opportunity to object to the Trustee's action if they believed the lawsuits had significant value. None objected. The appellees moved to dismiss the Guays' claims on multiple grounds, including judicial estoppel. They argued that, because the Guays failed to disclose their claims to the bankruptcy court, they were barred from bringing the same claims in this action. Deferring resolution of the judicial estoppel issue until the factual record was better developed, the district court adopted in March 2009 the report and recommendation of the magistrate judge and dismissed most of the Guays' claims for failure to allege facts supporting the claims. The only surviving claims were Kevin Guay's malicious abuse of process claim against Ford, the City of Concord, and the Concord Police Department, and the Fourth Amendment claims of both Guays against Ford in his personal capacity. After several months of discovery, the remaining defendants moved for summary judgment, again raising the judicial estoppel defense. On Nov. 16, 2010, after de novo review, the district court adopted the recommended decision of the magistrate judge and granted the motion on the basis of the Guays' failure to disclose their claims in their bankruptcy proceeding. "This case requires us to apply the doctrine of judicial estoppel in somewhat unusual circumstances," said Circuit Judge Kermit Lipez, who wrote the opinion. The First Circuit held the district court did not abuse its discretion in applying the doctrine of judicial estoppel to foreclose appellant's claims. The appellate case is LORRAINE GUAY, Plaintiff, KEVIN GUAY, Plaintiff, Appellant, v. THOMAS BURAK, Commissioner of the Department of Environmental Services for the State of New Hampshire; CONCORD POLICE DEPARTMENT; MICHAEL A. DELANEY, NH Attorney General; SEAN FORD, Detective, Concord Police Department; CONCORD, NH, Defendants, Appellees, No. 10-2513 (1st Cir.). A copy of the Appeals Court's April 19, 2012 decision is available at http://is.gd/vNxI1sfrom Leagle.com. Kevin Guay and his wife filed a Chapter 11 bankruptcy petition (Bankr. D. N.H. Case No. 08-_____) on Sept. 28, 2008. The case was converted to a Chapter 7 proceeding on June 23, 2009. LA BOTA: Court Orders Schneider National's Lease Remains Valid -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas entered order clarifying the terms of La Bota Development Company, Inc., and Laredo Rock Tech Sand & Gravel, LP's First Amended Joint Plan of Reorganization. Schneider National Carriers, Inc., requested for clarification of the terms of the Plan as the terms apply to Schneider and its lease. Schneider and La Bota are parties to the lease dated as of July 1, 2001, of 30 acres of real property in Webb County, Texas. Schneider related that under the terms of the Plan, La Bota assumed the lease. Language in the Plan also provided that Bank Midwest, N.A., now known as Armed Forces Bank, would receive the property free and clear of all liens, claims, and encumbrances. The language in the Plan is inconsistent with La Bota's assumption of the lease under the terms of the Plan. The Court ordered that: -- the lease remains valid as an encumbrance on the property, notwithstanding any language in the Plan or the order confirming First Amended Plan to the contrary; and -- pursuant to that certain Subordination, Non-Disturbance and Attornment Agreement by and between Schneider and AFB dated as of Sept. 4, 2003, the lease continues in full force and effect as a direct lease between AFB and Schneider. About La Bota Development Sugar Land, Texas-based La Bota Development Company, Inc., is a real estate development company that owns and sells residential and commercial real estate to developers. It also owns a mobile home park in Nueces County, Texas and a mini-storage facility in Harris County, Texas. La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-20376) on May 3, 2010. The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities in its petition. Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines, extracts and sells sand and gravel in Webb County, Texas. Laredo Rock filed a separate petition for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D. Tex. Case No. 10-20377). In its petition, the Debtors disclosed assets of $1,244,770 and debts of $1,501,506. The cases are jointly administered under Case No. 10-23076. LAGUNA DEVELOPMENT: Fitch Affirms Rating on Revenue Bonds at 'BB+' ------------------------------------------------------------------ Fitch Ratings affirms Laguna Development Corporation's (LDC) enterprise revenue bonds at 'BB+'. Fitch also affirms LDC's 'BB' Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Stable. The affirmation of the ratings reflects LDC's strong financial flexibility, which is enhanced by the regular amortization of the debt and the cash flow sharing agreement with the Pueblo of Laguna (Pueblo). The cash flow sharing agreement helps to ensure that adequate liquidity remains at the enterprise level and that the capital reinvestment remains robust. LDC's operating diversification relative to other Native American gaming issuers and the Pueblo's conservative financial policies are also factored into the ratings. LDC operates three casinos located along I-40 west of Albuquerque. These include Route 66 Casino (about 15 miles from Albuquerque) with approximately 1,630 slot machines and a 154-room hotel. There is also the Dancing Eagle Casino with about 600 slot machines 30 miles further west catering more to the I-40 passerby traffic. Finally, Casino Xpress has additional 130 slot machines in a rest area across the Route 66. The bonds benefit from a first-priority revenue pledge in these and certain other ancillary assets. LDC's leverage as measured by debt/EBITDA ratio is low at just under 2 times (x) as of Dec. 31, 2011. Fitch expects the ratio to trend towards 1.5x over the next two-three years as LDC's debt is fully amortizing through 2021. Coverage of interest and principal by EBITDA is expected to remain well above 3x. Fitch does not expect LDC to take on more debt in the foreseeable future. In the base case scenario, Fitch expects EBITDA to remain relatively flat over the projection horizon with modest improvement in the local economy potentially being offset by continued heavy promotional spending by LDC's competitors in the Albuquerque market. LDC's slot-win market share in the Albuquerque market declined over the last three reported sequential quarters from 20.9% in the first quarter of 2011 to 18.6% in the last quarter of 2011. As a result net gaming revenues declined in the third and fourth quarters by 6% and 15% on a year-over-year basis, respectively. LDC's management has indicated that it implemented appropriate strategic initiatives to address competitors' heavy promotional spending. However, Fitch has not yet seen the initiatives benefit the bottom line (first-quarter 2012 results are not yet available). In Fitch's base case, revenues net of promotional allowance and EBITDA are slightly down to flat in 2012. Cash Flow Sharing Agreement with the Pueblo: LDC and the Pueblo of Laguna entered into a cash flow sharing agreement, which establishes minimum operating and capital expenditure cash reserves to be maintained at LDC. The bulk of the transfers to Pueblo are made annually based on a percentage of cash remaining after the reserves are established. There is also a fixed amount, comprising a small portion of total transfers that the tribe receives in monthly increments. Fitch views this agreement favorably as it enhances liquidity at LDC, helps ensure proper levels of capital reinvestment and sets tribal transfers at levels that are commensurate with the cash flow generating ability of the enterprise. The agreement is part of the bond covenants. The Pueblo maintains conservative financial policies on the tribal side and does not rely heavily on transfers from the gaming enterprises. Stable Outlook: Fitch does not expect the ratings to change in the near-to-medium term. Relative to the 'BB' IDR, LDC's operating diversification is limited when compared to Fitch's broader rated gaming universe, although, as mentioned before, it is diverse relative to other Native American gaming issuers. The competitive and saturated nature of the Albuquerque market also pressures the potential for positive rating movement. These concerns are in part addressed by LDC's healthy reinvestment into the properties and the meaningful amortization of the debt. The 'BB' IDR incorporates adequate financial cushion, as the ratings are unlikely to be pressured until leverage is expected to sustain above 2x and coverage below 3x. The Enterprise Revenue Bonds: The 2006 bonds are secured by a lien on the cash flows of LDC. The one-notch positive differentiation from the IDR reflects additional debt covenants on the bonds, which limit pari passu debt, improving recovery prospects in an event of default. The covenants prohibit additional debt if pro forma leverage would exceed 3.0x and debt service coverage falls below 2.5x. The bonds also benefit from a trustee controlled flow of funds and a springing debt service reserve fund (DSRF). The controlled flow of funds and the funding of the DSRF are activated if debt service coverage by EBITDA declines below 2x. A coverage level of less than 1.5x would trigger an event of default. Fitch affirms Laguna Development Corporation as follows: -- IDR at 'BB'; -- Enterprise Revenue Bonds, series 2006 at 'BB+'. LANDAMERICA FINANCIAL: Creditors' Trustee Collects $37.9-Mil. ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trust created for creditors under the liquidating Chapter 11 plan for LandAmerica Financial Group Inc. is bringing in $37.9 million from a settlement on insurance policies issued by Lloyd's of London. The report recounts that the Court-confirmed plan created a trust designed to bring lawsuits for creditors. The trust made claims on the $50 million in Lloyd's policies for 2008. The policies covered bonds, crime and professional liability. According to the report, in return for paying the trust $37.9 million, the insurance company will be off the hook for the remainder. The trustee said that damages claimed under the policy exceed $300 million while the trust has already distributed more than $200 million. The bankruptcy judge in Richmond, Virginia, approved the settlement at a hearing on April 19, court records show. About LandAmerica Financial LandAmerica Financial Group, Inc., provided real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services Inc. filed for Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26, 2008. Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP served as co-counsel. Zolfo Cooper served as restructuring advisor. Epiq Bankruptcy Solutions served as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran PLC served as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan served as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3.325 billion and total debts of $2.839 billion as of Sept. 30, 2008. On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009, Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates -- LandAmerica Assessment Corporation, LandAmerica Title Company, Southland Title Corporation, Southland Title of Orange County, Southland Title of San Diego, LandAmerica Credit Services, Inc., Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also commenced voluntary Chapter 11 cases. The Chapter 11 cases of LFG, LES, and the LFG Affiliates are jointly administered under case number 08-35994. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Court on Nov. 23, 2009, entered an order confirming the Joint Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16, 2009, as to all Debtors other than OneStop. The effective date with respect to the Plan was Dec. 7, 2009. Plan trustees were appointed for LFG and LES. LAREDO PETROLEUM: Moody's Upgrades CFR to 'B1'; Outlook Stable -------------------------------------------------------------- Moody's upgraded Laredo Petroleum, Inc.'s Corporate Family Rating (CFR) to B1 from B3, and its senior unsecured notes to B3 from Caa2. Moody's also assigned a SGL-3 Speculative Grade Liquidity rating (SGL). The rating outlook is stable. This action concludes Moody's review for upgrade, which commenced April 2, 2012. Ratings Rationale "The upgrade reflects our expectation of continued strong operational results and a sustained high oil price environment," commented Jonathan Kalmanoff, Moody's Analyst. "Laredo has built a solid operational track record, doubling reserves and production in 2011 while increasing the proportion of liquids production, maintaining favorable full cycle metrics, and maintaining RCF / debt above 20% in line with historical leverage trends. The company is well-positioned to enjoy robust cash flow generation for at least the next few years based on Moody's expectation for a sustained high oil price environment." The B1 CFR considers Laredo's high proportion of liquids production in the current strong oil price environment, a large and geologically diversified drilling inventory in the Permian and Anadarko basins, the company's strong operational track record, and the management team's long history in the mid-continent region. The rating also considers Moody's expectation of continued rapid growth with a large amount of debt funded negative free cash flow. The SGL-3 reflects adequate liquidity. At December 31, 2011, the company had $28 million of cash and at March 19, 2012 there was $482 million of availability under the secured credit facility, which has a borrowing base of $712 million. There are no debt maturities until 2016 when the credit facility matures. Financial covenants under the credit facility are EBITDAX / interest of at least 2.5x and a current ratio of at least 1.0x. The company has significant headroom under these covenants as of December 31, 2012 with EBITDA / interest of 6.8x and a current ratio of 3.5x. Substantially all of Laredo's assets are pledged as security under the credit facility which limits the extent to which asset sales could provide a source of additional liquidity if needed. The B3 senior unsecured note rating reflects both the overall probability of default of Laredo, to which Moody's assigns a PDR of B1, and a loss given default of LGD5-80%. The size of the $712 million senior secured revolver's potential priority claim relative to the senior unsecured notes results in the notes being rated two notches beneath the B3 CFR under Moody's Loss Given Default Methodology. Moody's could upgrade the ratings if production grows to 55mboe/d and RCF/debt appears likely to remain above 20%. Moody's could downgrade the ratings if RCF/debt appears likely to be sustained below 20% or LFCR appears likely to be sustained below 1.0x. The principal methodology used in rating Laredo Petroleum was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Laredo Petroleum, Inc. is an independent exploration and production company headquartered in Tulsa, OK. LARSON LAND: Onion Producer Denied Use of Lender Cash ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Larson Land Co. LLC may not survive much longer in bankruptcy reorganization. Last week, the bankruptcy judge in Boise, Idaho, denied the use of cash representing collateral for secured lender Zions First National Bank. Owed $11.9 million on secured claims, Zions said that Larson "wrongfully" told customers to send payments to the company rather than the bank. Larson charged that Zions seized bank accounts, prevented payment of payroll and told customers to send payments to the bank. About Larson Land Company Ontario, Oregon-based Larson Land Company LLC, fka Select Onion Co. LLC -- http://www.selectonion.com/-- a privately held agribusiness company that grows, stores, processes and ships bagged onions, fresh processed onions, whole peel onions, IQF onions, and delicious raw breaded hand packed onion rings, filed a Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise, Idaho, on April 12, 2012, estimating assets of up to $100 million and debts of up to $500 million. Judge Terry L. Myers presides over the case. Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as the Debtor's counsel. The petition was signed by Farrell Larson, president. LENNY DYKSTRA: Criminal Problems Multiply ----------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Lenny Dykstra, a former Major League Baseball player already serving three years in state prison for grand theft auto, saw his criminal problems multiply last week. The former player for the New York Mets and Philadelphia Phillies was indicted in May 2011 on federal charges of bankruptcy fraud for selling or destroying $400,000 in property from his home. Last week, the indictment was modified to include new charges that he withheld baseball memorabilia from his bankruptcy trustee. Last week he was sentenced to serve nine months for lewd conduct and assault. The federal bankruptcy fraud case is scheduled for trial in July. The criminal case is U.S. v. Dykstra, 11-415, U.S. District Court, Central District of California (Los Angeles). About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills, California. The Law Office of M. Jonathan Hayes, in Northridge, California, represents the Debtor. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LEVI STRAUSS: Three Directors Elected at Annual Meeting ------------------------------------------------------- The Annual Stockholders Meeting of Levi Strauss & Co. was held on April 19, 2012. The Company's stockholders voted to elect Vanessa J. Castagna, Peter E. Haas, Jr., and Stephen C. Neal as directors for a term of three years. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion in total assets, $3.30 billion in total liabilities, $6.20 million in temporary equity, and a $96.49 million total stockholders' deficit. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'B+' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-'. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. LOCATION BASED TECH: Maturity of Silicon Loan Extended to Oct. 5 ---------------------------------------------------------------- Location Based Technologies, Inc., has executed a Third Amendment to its Loan and Security Agreement with Silicon Valley Bank. Under the original Loan and Security Agreement, executed on Jan. 5, 2011, the Company received a $1,000,000 loan at an interest rate of the greater of prime plus two hundred and fifty basis points (prime + 2.5%) or 6.5%, on an annualized basis. The Note was due on Jan. 5, 2012. On Feb. 3, 2012, the Company entered into the First Amendment to the Loan and Security Agreement which extended the maturity date from Jan. 5, 2012, to April 5, 2012. This Third Amendment extends the maturity date from April 5, 2012, to Oct. 5, 2012. A copy of the amendment is available for free at: http://is.gd/BhzojI About Location Based Technologies Headquartered in Irvine, Calif., Location Based Technologies, Inc. (OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs, develops, and sells personal, pet, and vehicle locator devices and services. Comiskey & Company, in Denver Colorado, expressed substantial doubt about the Company's ability to continue as a going concern following the 2011 results. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $37,000,000. There is no established sales history for the Company's products, which are new to the marketplace. The Company's balance sheet at Feb. 29, 2012, showed $7.35 million in total assets, $4.07 million in total liabilities, $520,432 in commitments and contingencies, and $2.75 million in total stockholders' equity. MARIANA RETIREMENT FUND: Minutes of April 20 Court Hearing ---------------------------------------------------------- The U.S. District Court for the Northern Mariana Islands, Bankruptcy Division, held a hearing on April 20 in the Chapter 11 case of the Northern Mariana Island Retirement Fund. U.S. Bankruptcy Judge Robert L. Faris from Honolulu presided at the hearing. Ferdie de la Torre, reporter at Saipan Tribune, relates NMI Chief Judge Ramona V. Manglona had recused herself from presiding over the Fund's Chapter 11 bankruptcy case citing "spousal interest" in the Fund. Judge Manglona's husband, CNMI associate justice John A. Manglona, is a member of the Fund, according to the report. Braddock Huesman, Esq., Steven Pohl, Esq., and Jeremy Coffey, Esq., appeared with Administrator Richard Villagomez, on behalf of the Retirement Fund. Stephen Woodruff, Esq., appeared on behalf of creditors Jane Roe and John Doe, who filed a motion to dismiss the case. Margery Bronster, Esq., and Robert Hatch, Esq., also appeared on behalf of Jane Roe and John Doe via video teleconference from the U.S. Bankruptcy Court for the District of Hawaii. The creditors say the Fund isn't eligible for bankruptcy because it isn't a "person" as defined in the Bankruptcy Code. Instead, it is an agency of the Commonwealth of the Northern Mariana Islands. As an arm of the government, it can't be in bankruptcy, the creditors contend. The creditors' counsel may be reached at: Margery S. Bronster, Esq. Robert M. Hatch, Esq. BRONSTER HOSHIBATA 1003 Bishop Street, Suite 2300 Honolulu, Hawaii 96813 Telephone: (808) 524-5644 Facsimile: (808) 599-1881 E-mail: mbronster@bhawaii.net rhatch@bhhwaii.net - and - Bruce L. Jorgenson, Esq. c/o 405 Silverhill Road Walterboro, S.C. 29488 Telephone: (845) 820-5721 E-mail: retireeslawyer@yahoo.com Also appearing via VTC were U.S. Trustee Curtis Ching and Attorney for Trustee, Terri Didion, Esq. At the hearing, Mr. Coffey updated the Bankruptcy court on the background of the case and the financial situation of the Retirement Fund. Mr. Coffey argued the Debtor's request to continue paying benefits to the fund's beneficiaries. The U.S. Trustee and the counsel to creditors Roe and Doe addressed the Court. After hearing from the parties, the Court deferred consideration of the motion because other arrangements have been made to continue payments for 60 days. Mr. Coffey also argued the Debtor's request to extend the time to May 16, 2012, the time within which the Fund must file its (i) schedules of assets and liabilities; (ii) schedule of executory contracts and unexpired leases; and (iii) statement of financial affairs. Fed. R. Bankr. P. 1007 requires a Chapter 11 debtor to file its Schedules and Statement with its voluntary petition for relief or within 14 days thereafter. Bankruptcy Rule 1007(c) also authorizes the Bankruptcy Court to extend a debtor's time to file its Schedules and Statement "for cause." The Debtor believes that good cause exists for granting the short extension of time requested because of the amount of information that must be assembled and compiled, and the large amount of employee and professional hours required to complete the Schedules and Statement. The Court granted the requested extension. Mr. Coffey argued the Debtor's request for an order: -- enforcing the automatic stay imposed by section 362 of the Bankruptcy Code, including enjoining continuation of any derivative actions that belong to the Debtor as "property of the estate" under section 362(a)(3) of the Bankruptcy Code; and -- enjoining all actions against the Debtor's Board of Trustees and employees, in their official capacities, during this proceeding, absent prior authorization by the Court. The Debtor is concerned about ongoing litigation efforts to force Debtor into receivership proceedings. Similarly, the Debtor is concerned that continuation of derivative actions, commenced by non-Debtor parties, based on alleged harm to the Debtor, would disrupt the Debtor's reorganization effort. The Debtor also said frivolous suits or other actions otherwise could distract and burden the Board of Directors and employees, and would be detrimental to the Debtor's reorganization. The U.S. Trustee opposed the motion. Mr. Bronster stated creditors Roe and Doe's position. The Court, after hearing from the trustee and counsel, denied the Debtor's motion and stated that it was doing so, without diminishing the scope and power of the automatic stay. Mr. Pohl reserved argument on the Debtor's request to employ professionals used in the ordinary course of business. Mr. Pohl also argued the Debtor's request for permission to (A) maintain existing bank accounts and continue use of cash management system, (B) continue the use of existing business forms, and (C) open new debtor-in-possession accounts, and (D) forgo bond requirements for investments. Ms. Didion stated the U.S. Trustee's position. The Court, after hearing from counsel, granted the motion in an interim basis, subject to the next hearing. Mr. Pohl argued the Debtor's request to (I) pay pre-petition employee wages, salaries and other compensation; (II) reimburse pre-petition employee business expenses; (III) pay pre-petition tax and other withholdings to third-parties; (IV) pay contributions to pre-petition employee health and other benefit programs and continuation of such programs; and (V) pay workers' compensation obligations and other insurance premiums. Ms. Didion stated the U.S. Trustee's position. The Court, after hearing from counsel, granted the motion in its entirety. The Court set the matter for another hearing on June 1, 2012, at 9:30 a.m., Saipan Time. (Thursday, May 31, 2012 at 1:30 p.m., Honolulu Time). About Northern Mariana The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. MARIANA RETIREMENT FUND: Files Unsecured Creditors' List -------------------------------------------------------- The Northern Mariana Islands Retirement Fund has filed with the Bankruptcy Court a list of 20 creditors holding the largest unsecured claims. The Debtor said its primary creditors are individuals to whom benefits are to be paid, at varying levels, over varying periods of time. As such, the Debtor is not currently able to determine which of its creditors would be entitled to the largest recovery on account of their claims. The Debtor said it has attempted to identify a representative sample of benefit-creditors from the varying classes and groups of fund beneficiaries as of April 17, 2012. Moneth Deposa at Saipan Tribune reports that the NMI Retirement Fund has named members that are holding the largest unsecured claims in the pension plan who will become part of the committee of creditors that will work with the Fund in formulating plans and proposals for the bankruptcy court. Thirty-one members, for now, have been identified for the purpose of filing and more members are encouraged to volunteer to join the beneficiaries' committee at the forum Tuesday night at the American Memorial Park, the Tribune says. The report notes, based on court documents, the creditors committee has an initial 31 members: four from Class 1 retirees; five from Class II retirees; three from disability beneficiaries; three from survivors' beneficiaries; four from Class 1 active members; eight from Class II active members; and five from inactive members. According to the report, fund representatives led by board legal counsel Viola Alepuyo pointed out that those on the list may not have been contacted yet about their inclusion in the creditors' committee until they confirmed and approved their participation. She encouraged more creditors to come forward and volunteer for the post. -- For Class I retirees, the members initially identified as part of the committee are Ruth Tighe, Edward E. Manibusan, Lucia Norita-Shilling, and Christopher Deleon Guerrero. -- For Class II retirees, listed were Donna J. Cruz, Herbert D. Soll, Manuel A. Sablan, Santiago F. Tudela, and Susana C. Tenorio. -- Representing the disability recipients are Edith D. Cruz, Richardo K. Omar, and Ricardo Camacho. The survivors have Juan A. Camacho, Natalia M. Magofna, and Huixia L. Matagolai. -- Class I active members include Oscar C. Camacho, Joseph M. Pangelinan, Tyce J. Mister, and Mark Staal. For Class II active members, listed are Lourdes C. Atalig, Rosita R. Benito, Juan B. Cepeda, Manny N. Fitial, Jose A. Lizama, Juan F. Rabauliman, Patrick O. Taitano, and Oscar L. Takai. -- For the inactive members, listed are John O. Taitano, William F. Camacho, Michael J. Leyden, and Srinivas Doraswamy. The Fund has about 6,000 active retired members and has an estimated $253 million in assets as of February 2012. About Northern Mariana The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. MEDICURE INC: Swings to C$353,000 Net Loss in Fiscal Q3 ------------------------------------------------------- Medicure Inc. reported a net loss of C$352,950 on C$659,876 of net product sales for the three months ended Feb. 29, 2012, compared with net income of C$1.09 million on C$1.22 million of net product sales for the three months ended Feb. 28, 2011. The Company reported net income of $24.24 million on $4.42 million of net product sales for the nine months ended Feb. 29, 2012, compared with net income of C$222,771 on C$2.85 million of net product sales for the nine months ended Feb. 28, 2011. The Company's balance sheet at Feb. 29, 2012, showed C$5.47 million in total assets, C$6.53 million in total liabilities and a C$1.05 million total shareholders' deficiency. At Feb. 29, 2012, the Company had cash totalling $1,670,151 compared to $750,184 as of May 31, 2011. Cash flows from operating activities for the nine months ended Feb. 29, 2012, were $983,766, compared to $291,699 for the nine months ended Feb. 28, 2011. The Company said in the report that its ability to continue in operation for the foreseeable future remains dependent upon the effective execution of its business development and strategic plans. A copy of the Form 6-K is available for free at: http://is.gd/iyTvKZ About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. For fiscal 2011, KPMG LLP, in Winnipeg, Canada, noted that Medicure has experienced operating losses since incorporation that raises significant doubt about its ability to continue as a going concern. MERCED FALLS: Plan Outline Adequacy Hearing Scheduled Thursday -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California will convene a hearing on April 26, 2012, at 9:00 a.m., to consider adequacy of a Disclosure Statement explaining the Chapter 11 Plan dated March 30, 2012, that was co-proposed by Merced Falls Ranch LLC and lender American AgCredit, FLCA ("AAC"). According to the Disclosure Statement, the Debtor and ACC reached an agreement on a consensual Joint Plan with these terms: -- the Debtor stipulates to a valid and fixed amount owed to AAC as of the Petition Date ($12,509,567), plus certain accrues expenses and fees; -- interest accrues at 9.75% from the Petition Date on the AAC claim; -- non-insider Class 4 unsecured claims are to be paid in full plus interest at 9.75% by Dec. 31, 2012; -- real property taxes owed to the County of Merced will be paid from sale or refinance proceeds; -- the Debtor's professional's fees are to be paid by the Debtor's member; -- the Debtor will pay AAC the rents owed for 2011 by certain dates and the Debtor is authorized to rent ranches for 2012 at the same rates for 2011; -- State Court lawsuit by the Debtor against AAC are to be dismissed and claims are waived; -- the Debtor will sell sufficient assets or refinance assets by termination date, and ACC can proceed with pending foreclosure; and -- there will be injunctions against refiling Chapter 11 by the Debtor or affiliates. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MERCED_FALLS_ds.pdf About Merced Falls Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California. The Debtor disclosed assets of $100 million to $500 million and debts of $10 million to $50 million. Judge W. Richard Lee presides over the case. Walter & Wilhelm Law Group serves as the Debtor's bankruptcy counsel. Cappello and Noel LLP acts as special litigation counsel. Atherton & Associates acts as accountants. The petition was signed by Stephen W. Sloan, the Debtor's member. The United States Trustee said that an official committee has not been appointed in the bankruptcy case of Merced Falls Ranch LLC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. MGM RESORTS: Has Supplemental Indenture with U.S. Bank ------------------------------------------------------ MGM Resorts International entered into a supplemental indenture to the indenture, dated May 19, 2009, among the Company, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee, governing the Company's 10.375% Senior Secured Notes due 2014 and 11.125% Senior Secured Notes due 2017. The Supplemental Indenture was entered into to amend the definition of "Change of Control" by removing from the definition the occurrence of a "Change of Control" event if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's outstanding common stock. As a result of the amendment, if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's common stock, this will not constitute a "Change of Control" under the indenture and the Company will not be required to make an offer to each holder of the Notes to repurchase that holder's Notes for 101% of the principal amount thereof plus accrued and unpaid interest. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company reported net income of $3.23 billion in 2011 and a net loss of $1.43 billion in 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.76 billion in total assets, $17.88 billion in total liabilities, and $9.88 billion in total stockholders' equity. Bankruptcy Warning In the Form 10-K for the year ended Dec. 31, 2011, the Company said that any default under the senior credit facility or the indentures governing the Company's other debt could adversely affect its growth, its financial condition, its results of operations and its ability to make payments on its debt, and could force the Company to seek protection under the bankruptcy laws. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. MSCI INC: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New York City-based MSCI Inc. to 'BB+' from 'BB'. The rating outlook is stable. "We also raised the issue-level rating on the company's senior secured credit facilities, consisting of a $1.125 billion term loan B to 'BBB' from 'BB+'. At the same time, we revised the recovery rating on this debt to '1' from '2'. We assigned a 'BBB' rating with a '1' recovery rating to the $600 million term loan A and the $100 million revolver. The '1' recovery rating indicates our expectation of very high (90%-100%) recovery for lenders in the event of a payment default," S&P said. "The ratings reflect MSCI's 'fair' business and 'intermediate' financial risk profiles. We expect solid revenue growth and good cash flow generation in fiscal 2012, resulting in an improving financial profile and leverage (adjusted for operating leases) near the 2x range," S&P said. "MSCI is a provider of investment decision support tools, including indices, portfolio risk and performance analytics, and corporate governance products and services. Major products include global equity indices marketed under the MSCI brand and risk and portfolio management analytics marketed under the RiskMetrics and Barra brands. The acquisition of RiskMetrics in 2010 added risk management and governance capabilities and somewhat diversified the company's product portfolio. MSCI's asset-based fee (ABF) revenues -- part of the index segment -- are based on the clients' assets under management (AUM) linked to MSCI indices and are growing rapidly from a small base," S&P said. "We consider MSCI's business risk profile fair, reflecting a narrow product focus, with revenues mostly tied to the health of the investment management industry, as well as potential competitive threats from other financial index providers with greater brand recognition. MSCI's position as one of the market leaders in its respective product lines, with strong brand recognition and a global footprint, partially offsets those factors. In addition, the company's mostly subscription-based revenues are recurring, with client retention rates near 90%, helping it temper the effects of the financial industry downturn in 2008-2009. The revenue base is relatively diverse, with the top 10 customers accounting for about 25% of revenues and about half of revenues coming from outside the Americas. We believe that secular investment trends, including globalization of investing, the popularity of passive investments, and growing demand for risk measurement position the company for further growth in the intermediate term," S&P said. "Standard & Poor's views MSCI as having an intermediate financial risk profile. Its recurring, subscription-based revenue model and modest capital requirements generate consistent cash flow. We anticipate this trend continuing through fiscal 2012, with free operating cash flow (FOCF) in excess of $200 million. Pro forma leverage, adjusted for the proposed $200 million debt repayment and capitalized operating leases, is about 2.3x as of fiscal year- end 2011 versus a peak of about 4.0x following the RiskMetrics acquisition in 2010, and reflects MSCI's commitment to a more conservative financial profile. We further expect leverage to decline modestly in fiscal 2012, mostly through EBITDA growth," S&P said. NASSAU BROADCASTING: Lenders Set Procedures to Buy Business ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S., will sell the stations all together or in groups at an auction on May 3. Bids are due initially by April 27. A hearing for approval of the sale will be held May 7. The report relates that secured lenders, including affiliates of Goldman Sachs Group Inc. and Fortress Investment Group LLC, have the right to bid for the stations using debt rather than cash. The lenders are owed $283.7 million. In addition to swapping secured debt for ownership, the lenders will pay cash for assets not subject to their liens and cash to cover the investment banker's fees. In addition, the lenders will pay as much as $2 million for unsecured trade suppliers. They will also pay trade debt incurred during the bankruptcy, plus cash to cure defaults on contracts to go along with the sale. The lenders contend they have a lien on all assets aside from the FCC licenses. The lenders claim they have security interest in proceeds from sale of the licenses. About Nassau Broadcasting Nassau Broadcasting Partners LP is a radio-station owner and operator. Three secured lenders -- affiliates of Goldman Sachs Group Inc., Fortress Investment Group LLC and P.E. Capital LLC -- filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. The lender group said in court papers that they are owed $83.8 million secured by all of Nassau's property. Involuntary petitions were also filed against three affiliates of Nassau, which is based in Princeton, New Jersey. The lenders said the stations aren't worth enough to pay them in full. Nassau Broadcasting in October won a Delaware bankruptcy court's blessing to convert its involuntary Chapter 7 bankruptcy -- pressed by creditors including Goldman Sachs Lending Partners LLC -- to a proceeding on its own terms in Chapter 11. NATIVE WHOLESALE: Has Until May 25 to Propose Chapter 11 Plan ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York extended Native Wholesale Supply Company's exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until May 25, 2012, and July 24, respectively. A further hearing on the Debtor's exclusivity extension request is scheduled for May 24, 2012, at 2:00 p.m. As reported in the Troubled Company Reporter on Feb. 6, 2012, the Debtors requested for exclusivity extensions until Aug. 20, and Oct. 22, respectively. The Debtor told the Court that the governmental bar date is May 21, 2012, and that because virtually the entire class of unsecured creditors in dollar amount are governmental units, it may not know the size and extent of these creditors until May 21. In addition, the Debtor anticipated that at least some of these claims will be subject to objection. About Native Wholesale Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. No trustee, examiner or creditors' committee has been appointed in the case. NEWLAND INT'L: Fitch Cuts $220MM Sr. Secured Notes Rating to 'Csf' ------------------------------------------------------------ Fitch Ratings has downgraded the rating on the notes issued by Newland International Properties, Corp. and revised the Recovery Estimate (RE) as follows: 220 million senior secured notes downgraded to 'Csf' from 'CCsf'; RE to RE70% from RE75%. Fitch's rating addresses the timely payment of interest on a semiannual basis and ultimate payment of principal at maturity. The downgrade of the transaction reflects the following: the project's continuous liquidity problems; insufficient funds in the trust accounts, including the non-replenishment of the debt service reserve account (DSRA); and an extended negotiation process with noteholders to work on the restructuring of the notes that has not been concluded. The RE was revised to RE70% from RE75% reflecting the additional delays on closing units and as a result of the limited project's ability to generate cash. Fitch's Recovery Estimate relates to an estimate of the potential cashflows generated by the underlying asset. It does not reflect the possible outcome of a restructuring of the notes; noteholders may have a different recovery rate. On Nov. 15, 2011, Newland missed the first scheduled principal payment of $31.4 million. Soon after this, Newland hired Gapstone Group LLC (Gapstone) as its financial advisor. Gapstone has been in discussions with the major noteholders to avoid the acceleration of the notes and to work on a restructuring plan. On March 20, 2012, Newland obtained consent of the majority noteholders authorizing the company to amend the original indenture (the Second Supplemental Indenture). The main change pertains to the ability of withdrawing funds from the collection account in order to pay construction costs for the completion of the project. The first withdrawal took place on March 30. Newland is the real estate development company established to develop the Trump Ocean Club International Hotel & Tower (TOC), a multi-use luxury tower located on the Punta Pacifica Peninsula in Panama City, Panama. The TOC building was officially opened to the public on July 6, 2011. NEWPAGE CORP: Creditors Want Insider Trading Info From Cerberus --------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that in pursuit of potential insider trading claims, NewPage Corp.'s unsecured creditors asked a Delaware bankruptcy judge to force majority owner Cerberus Capital Management LP to turn over data on the private equity firm's trades in NewPage debt. Law360, citing a motion to compel lodged by the official committee of unsecured creditors, says New York-based Cerberus, which holds an 80 percent stake in the bankrupt paper company, has refused to volunteer documents on its millions of dollars of trades in NewPage debt. About NewPage Corp. Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of roughly 4.1 million tons of paper, including roughly 2.9 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. NewPage, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. At an organizational meeting of creditors held on Sept. 21, 2011, the Committee selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NewPage prevailed over most objections from the official creditors' committee and won agreement from the bankruptcy judge on final approval of $600 million in secured financing. Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan for NewPage. O&G LEASING: Resolves Matters on Lead/Secondary Bid Designation --------------------------------------------------------------- O&G Leasing, LLC, et al., notified the U.S. Bankruptcy Court for the Southern District of Mississippi that it has resolved with First Security Bank, as Trustee Solsten Drilling XP matters relating to the amended designation of lead bid and secondary bid. The Debtor related that FSB agreed to provide to all qualified bidders and notice parties a copy of the Dutch Auction Procedures and the Trust Indenture related to the Thornton Asset Purchase Agreement. Previously, the Debtors believed that it is incumbent upon FSB to fully justify and support its decision regarding the designation and provide the bases for making its determinations in the notice, particularly where the residual effect will impact the estates as a whole. By way of example, FSB has at least conceivably already granted to the stalking horse the right to receive a $300,000 break-up fee. How this determination was made must be shown before FSB is allowed to impose the decision on the estates. It must also be disclosed whether and why the lead bid entitles Sterne Agee & Leach, Inc., to a significant success fee, if Sterne Agee & Leach, Inc. claims it is entitled to that fee as a result of efforts generating the lead bid. FSB has repeatedly stated that it will seek to have the estates pay that fee, therefore the Debtors and all interested parties are entitled to make their own analysis and determination. The Debtors believes it appropriate that all the issues be reserved for confirmation litigation or some other time hereafter and merely request that the Court confirm reservation of the rights. About O&G Leasing Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to acquire and construct land drilling rigs that it would lease to its wholly owned subsidiary, Performance Drilling Company, LLC. Performance was formed to provide contract drilling services for ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well as Alabama, Florida, Mississippi and Oklahoma. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 10-01851) on May 21, 2010. Douglas C. Noble, Esq., at McCraney Montagnet & Quin, PLLC, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. On the same day, Performance Drilling Company, LLC, filed for Chapter 11 bankruptcy protection. Performance Drilling estimated assets and debts of between $1 million to $10 million each. The Debtors' cases have been jointly administered. OILSANDS QUEST: Founder C. Hopkins Resigns for Personal Reasons --------------------------------------------------------------- Oilsands Quest Inc. announced that Christopher Hopkins has elected to resign from the Oilsands Quest Board of Directors for personal reasons. "As the founder of Oilsands Quest and our chief executive officer for several years, Mr. Hopkins had an indelible impact on the Company," said Ron Blakely, Chairman of the Oilsands Quest Board of Directors. "He remains a major shareholder who is keenly interested in the future of Oilsands Quest. We thank him for his years of service and wish him well." About Oilsands Quest Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is exploring and developing oil sands permits and licenses, located in Saskatchewan and Alberta, and developing Saskatchewan's first commercial oil sands discovery. The Company reported a net loss of US$10.3 million for the six months ended Oct. 31, 2011, compared with a net loss of US$25.1 million for the six months ended Oct. 31, 2010. The Company's balance sheet at Oct. 31, 2011, showed US$156.6 million in total assets, US$33.3 million in total liabilities, and stockholders' equity of US$123.3 million. As at Oct. 31, 2011, the Company had a deficit accumulated during the development phase of US$721.7 million. On Nov. 29, 2011, the Company and certain of its subsidiaries voluntarily commenced proceedings under the CCAA obtaining an Initial Order from the Court of Queen's Bench of Alberta (the "Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101- 16110. The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands Quest Sask Inc., Township Petroleum Corporation, Stripper Energy Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest Technology, Inc. Under the Initial Order, Ernst & Young, Inc., was appointed by the Court to monitor the business and affairs of the Oilsands Entities. Neither of Oilsands' other subsidiaries, 1259882 Alberta, Ltd., and Western Petrochemical Corp., have filed for creditor protection. Oilsands Quest obtained a May 18, 2012 extension of the order providing creditor protection under the Companies' Creditors Arrangement Act (Canada). OLSEN AGRICULTURAL: Amended Plan Includes Global Settlement ----------------------------------------------------------- Olsen Agricultural Enterprises LLC, submitted to the U.S. Bankruptcy Court for the District of Oregon a Disclosure Statement explaining the First Amended and Restated Plan of Reorganization dated April 2, 2012. The Debtor relates that in an effort to address concerns raised by parties to certain aspects of the Debtor's first plan proposal, the Debtor, among other things, organized and participated in settlement conferences supervised by Elizabeth L. Perris, U.S. Bankruptcy Judge. The Plan is the result of those efforts. As reported in the Troubled Company Reporter on Nov. 21, 2011, Rabo Agrifinance, Inc., objected to the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Sept. 29, 2011. According to Rabo, the Disclosure Statement must, among other things: 1. identify the "original members," how the funds will be paid if the fees exceed $100,000, and the legal basis for paying the attorney fees of these members; 2. explain how claims of related party and "stockholders" receivables and notes payable, totaling over $2 million, be treated; and 3. explain the increase in value of the Debtor's assets. The book value of the assets on June 1, 2011 was $29.8 million. The Debtor now states the value is over $41 million. The Official Committee of Unsecured Creditors, in a separate filing, asked the Court to direct the Debtor to amend the Disclosure Statement to address the issues and concerns of the Committee prior to the mailing of the Disclosure Statement to creditors for voting. The Amended Disclosure Statement, includes, among other things a Global Settlement with Rabo. At the Debtor's suggestion, the Debtor, Rabo and the Committee participated in a settlement conference on Dec. 15 and 16, 2011. The settlement talks resulted in a tentative agreement that was subject to a feasibility analysis by the Debtor. The negotiations continued until March 8, 2012, when the final terms of a global settlement between the Debtor and Rabo were reached. Under the terms of the Term Sheet, among other things, i) the allowed amounts of Rabo's prepetition secured claims were agreed to be the amounts set forth in the order on the Debtor's objection to Rabo's Claim No. 112 filed on Oct. 17, 2011; ii) the maturity date of the DIP Loan facility was extended from Feb. 15, 2012, until the earlier of the date on which the Court enters an order approving the Exit Facility to be provided by Rabo to the Reorganized Debtor or the Effective Date of the Plan; iii) the treatment under the Plan of Rabo's prepetition secured real estate term loan was agreed upon; iv) the Debtor agreed to sell to Rabo, free and clear of liens and subject to the right of third parties to submit competing overbids, the seven properties that are defined in the Plan as the DIL Properties pursuant to motions under section 363 of the Bankruptcy Code in transactions under which Rabo will have the right to pay the purchase prices by a combination of cash and credit bid; and v) the treatment under the Plan of Rabo's prepetition secured line of credit loans was agreed upon. A full-text copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/OLSEN_AGRICULTURAL_ds_1stamended.pdf About Olsen Agricultural Enterprises Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is the surviving entity of a merger transaction that was consummated on June 1, 2011. In the merger transaction, Olsen Agricultural Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon limited liability company and The Olsen Farms Family Limited Partnership were merged with and into Olsen Agricultural Enterprises. Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy (Bankr. D. Ore. Case No. 11-62723) on June 1, 2011. Judge Frank R. Alley III presides over the case. Clyde A. Hamstreet & Associates, LLC, serves as the Debtor's restructuring consultant and financial advisor. An official committee of unsecured creditors has been appointed in the case. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Robin G. Olsen, operations director. OSAGE EXPLORATION: Issues $2.5-Mil. Promissory Note to Boothbay --------------------------------------------------------------- Osage Exploration and Development, Inc., on April 17, 2011, issued a $2,500,000 secured promissory note to Boothbay Royalty Co., for gross proceeds of $2,500,000. The Secured Promissory Note matures April 17, 2013, and has an 18% interest rate, payable in cash monthly. In addition, Boothbay received 400,000 shares of common stock, $0.0001 par value, a 1.5% overriding royalty on the Company's leases in section 29, township 17 North, range 3 in Logan County, Oklahoma and a 1.7143% overriding royalty on the Company's leases in section 36, township 19 North, range 4 West in Logan County, Oklahoma. The Secured Promissory Note is secured by a First Mortgage, Security Agreement and Financing Statement, and other collateral documents of even date covering a 5% overriding royalty interest, proportionately reduced, in all of the Company's leases in Logan County, Oklahoma. About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. The Company's balance sheet at Dec. 31, 2011, showed $5.47 million in total assets, $1.32 million in total liabilities, and a $4.15 million in total stockholders' equity. GKM, LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit as of Dec 31, 2011. OSMOSE HOLDINGS: Moody's Assigns 'B1' CFR, Rates Bank Debt 'B1' --------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to Osmose Holdings, Inc.'s proposed $265 million senior secured credit facilities. Proceeds from the transaction will help finance the leveraged buyout of Osmose by investment funds managed by Oaktree Capital Management, L.P. Moody's also assigned a B1 Corporate Family Rating ("CFR") and a B2 Probability of Default Rating ("PDR") to Osmose. The assigned first-time ratings are subject to Moody's review of final terms and conditions of the transaction expected to close in the second quarter of 2012. The rating outlook is stable. Assignments: Issuer: Osmose Holdings, Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B2 $25 million Senior Secured Revolving Credit Facility due 2017, Assigned B1 LGD3 38% $240 million Senior Secured Term Loan due 2018, Assigned B1 LGD3 38% Outlook, Stable Ratings Rationale The transaction is expected to be funded with proceeds from a $240 million term loan due 2018 and an equity contribution from the Oaktree Funds and existing management. A $25 million revolving credit facility due 2017 is likely to be undrawn at closing. "The leveraged buyout transaction will add significant debt to Osmose's balance sheet and result in credit metrics consistent with the B1 rating level given the company's business profile," said Moody's Analyst Ben Nelson. The B1 CFR is constrained by modest size, challenging trough-cycle operating conditions in the cyclical wood treatment business, and expectations that soft macroeconomic conditions will limit near- term prospects for improved cash flow generation. Moody's estimates financial leverage in the high 3 times Debt/EBITDA range pro forma for the proposed credit facilities and incorporating Moody's standard adjustments. While challenging business conditions have pressured profitability in the company's wood preservation business, the utilities and railroad services businesses have performed well and Moody's expects continued strength in these areas. The rating favorably incorporates good market positions, long-term contracts, relative demand stability within the service businesses, and a good liquidity position. Moody's also expects that the Oaktree Funds will provide additional assistance with risk management and improving the company's financial systems. The stable rating outlook assumes that Osmose will continue to benefit from improvement in its services businesses, navigate successfully challenging conditions in its wood treatment business, and generate positive free cash flow over the next 12-18 months. Moody's expects the company will reduce leverage towards the low-to-mid 3 times Debt/EBITDA range by the end of 2013. Furthermore, Moody's expects that the company will undertake additional acquisitions to augment its position in key markets. Funds for any transactions could be provided by a $50 million accordion facility in the term loan. The outlook also assumes that the company will maintain an adequate liquidity position and refrain from raising debt at a holding company above Osmose to facilitate a dividend to shareholders. Upward rating momentum is unlikely given the company's size, financial philosophy, and uncertain prospects for near-term margin recovery in the wood treatment business. Moody's could consider a positive action with increased size, improved dynamics for wood preservation chemicals industry, and expectations that financial leverage will be sustained below 3.5 times through economic cycles. Conversely, Moody's could consider a negative action with expectations for financial leverage above 4 times, free cash flow below 3% of debt, or deterioration in the company's liquidity position. The principal methodology used in rating Osmose was the Business and Consumer Service Industry Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Osmose Holdings, Inc. is a provider of utilities and railroad infrastructure services, and a manufacturer and marketer of wood preservation chemicals. Following the completion of the proposed transaction, Osmose will be owned by investment funds managed by private equity sponsor Oaktree Capital Management, L.P. PACIFIC MONARCH: Plan Exclusivity Expires Tomorrow -------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended Pacific Monarch Resorts, Inc.'s exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until April 25, 2012, and July 25, respectively. About Pacific Monarch Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PACIFIC MONARCH: Has Deal Extending Cash Use Until April 30 ----------------------------------------------------------- Pacific Monarch Resorts, Inc., et al., ask the U.S. Bankruptcy Court for the Central District of California to approve a Third Stipulation, dated as of March 28, 2012, extending the use of cash collateral and to provide adequate protection to Resort Finance America, LLC. As reported in the Troubled Company Reporter on Nov. 14, 2011, prepetition, the Debtors negotiated Asset Purchase Agreements between the Debtors and DPM Acquisition LLC, and between the Debtors and RFA PMR LoanCo, LLC, an affiliate of RFA, which together will effect a sale of substantially all assets of the Debtors. The Debtors require the use of cash collateral to continue operating as going concerns until the sales close. The Debtors owe RFA $266.9 million under prepetition loans as of the Petition Date. RFA acquired rights to the loans from GMAC Commercial Finance LLC. The Debtors also has a second credit facility from Branch Banking & Trust. PMR's subsidiary, which serves as borrowers under the BB&T facility, currently owes BB&T $13 million and the debt is secured by notes in the face amount of $26.7 million. In its motion, the Debtors relate that they have informed RFA that the closing of the sale to DPM is not expected to occur by March 30, but they anticipate the closing to occur on or before April 20. RFA has consented to the continued use of cash collateral until April 20, on substantially the same terms and conditions set forth in the final cash collateral order, other than as set forth in the third stipulation, in order to fund the Debtors' operations through the new anticipated closing date. Pursuant to the final cash collateral order, the outside date for the use of cash collateral was originally defined as Jan. 25, 2012. The third stipulation provides that the outside date, currently defined as "earlier of the closing or March 30, 2012" will mean the earlier of the closing or April 20, 2012. A full-text copy of the stipulation and the budget is available for free at: http://bankrupt.com/misc/PACIFICMONARCH_CC_3rdstipulation.pdf About Pacific Monarch Resorts Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PFF BANCORP: HoldCo Objects to Ch. 11 Liquidation Plan ------------------------------------------------------ BankruptcyData.com reports that HoldCo Advisors filed with the U.S. Bankruptcy Court an objection to PFF Bancorp Joint Chapter 11 Plan of Liquidation. HoldCo asserts that the Plan is unconfirmable and needs to be resolicited because the Creditors Trust Agreement was filed after the Plan voting deadline and the general objection deadline. "The information contained in the Creditors Trust Agreement is far too essential to this Plan to leave out at this late stage. Absent disclosure of the Creditors Trust Agreement, the opportunity to consider its terms, and the option to vote for or against the Plan based on such terms, this Plan cannot be confirmed." About PFF Bancorp PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and said bank's subsidiaries. PFF Bank & Trust was taken over by regulators in November 2008, with the deposits transferred by the Federal Deposit Insurance Corp. to U.S. Bank NA. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 08-13127 to 08-13131) on Dec. 5, 2008. Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. PIAZZA MASONRY: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Piazza Masonry, Inc. 2842 South State Street Lockport, IL 60441 Bankruptcy Case No.: 12-16322 Chapter 11 Petition Date: April 21, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: Forrest L. Ingram, Esq. FORREST L. INGRAM, P.C. 79 W Monroe Street, Suite 900 Chicago, IL 60603 Tel: (312) 759-2838 Fax: (312) 759-0298 E-mail: fingram@fingramlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America 2842 South State $1,408,423 135 South LaSalle St. Street, Lockport, Chicago, IL 60603 Illinois 60441 The petition was signed by Deborah Piazza, vice president. PINNACLE AIRLINES: Hearing on DIP Financing Adjourned to May 16 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District Of New York has rescheduled to May 16, 2012, at 9:45 a.m. (ET), the hearing to consider Pinnacle Airlines Corp, et al.'s request for authorization to (i) obtain postpetition financing; (ii) grant liens and provide superpriority administrative expense status; (iii) grant adequate protection to prepetition secured parties; (iv) assume connection agreements with Delta Air Lines, Inc. The Court, at the request of the Official Committee of Unsecured Creditors, the Debtors, and Delta Air Lines Inc., has agreed to a one-time adjournment of the hearing originally scheduled for April 25, 2012. The Committee's objection deadline has been extended until May 9, at 4:00 p.m. The Debtors entered into a senior secured superpriority debtor-in- possession credit agreement Delta Air Lines, Inc., as administrative agent for other lenders. The Debtors had requested that the lenders provide a term loan facilities of up to $74.28 million to fund the continued operation of the credit parties businesses under the Bankruptcy Code and repay amounts owing under the Promissory Note. The lenders are willing to make available to the Debtors the postpetition loans and other extensions of credit upon the terms and subject to the conditions, among other things: 1. Upon (a) substantial consummation of the Plan of Reorganization, (b) the absence of any continuing or unwaived Default or Event of Default under the Loan Documents, (c) the absence of any continuing or unwaived Default (as defined in the Exit Loan Documents) or Event of Default (as defined in the Exit Loan Documents), (d) satisfaction of all conditions precedent set forth in the Exit Note and (e) payment of the lenders' costs and expenses in connection with negotiation and documentation of the Exit Facility, the Obligations hereunder will convert to obligations under Exit Loan Documents. 2. The financing arrangements contemplated will be in effect until the Maturity Date, and the Term Loans and all other Obligations will be automatically due and payable in full on such date. 3. The Borrower will pay interest to the administrative agent, for the ratable benefit of lenders in accordance with the term loans being made by each lender, in arrears on each applicable interest payment date, at 12.5% per annum. A full-text copy of the DIP Credit Agreement is available for free at http://bankrupt.com/misc/PinnacleAirlines_DIPLoan_Motion.pdf Objections Funds managed by Nantahala Capital Partners, LP, Nantahala Capital Partners II, LP, Nantahala Capital Partners CL, LP, Silver Creek CS SAV, L.L.C., and Blackwell Partners LLC and funds managed by Hudson Bay Capital Management LP, which collectively holds 2,499,232 shares of Pinnacle Airlines, objected, explaining that the DIP Facility is extraordinary because it would allow Delta, within the first week of the Chapter 11 cases, at the expense and to the disadvantage of other creditors and equity holders, to, among other things: -- exercise certain set-off rights or obtain broad releases with respect to Delta's prepetition conduct; -- force the Debtors to restructure, amend and immediately assume key contracts with Delta; -- immediately provide Delta with an allowed general unsecured claim in connection with a contract which Delta requires the Debtors to modify; -- seize control of the Chapter 11 cases though extensive conditions and milestones and plan deadlines built into the DIP Facility, including, among other things, tight deadlines for the Debtors (a) to deliver a comprehensive business Plan and projected budget for a six year period over which Delta has approval rights; (b) to negotiate collective bargaining agreements or reject these agreement; and (c) to file and obtain confirmation of a Plan of Reorganization over which Delta has approval rights; Another party, Ryan J. Morris, in its objection, asked that the Court to, among other things, deny the portions of the DIP Motion that preclude parties-in-interest from prosecuting claims against Delta, on behalf of the Debtors' estates for the prepetition conduct of Delta. Additionally, Standard Aero Ltd., owed in excess of $3.7 million for maintenance services provided to the Debtor, notified the Court that while it has no objection to Delta providing postpetition financing to the Debtor or the general relief requested in the DIP Motion, in an abundance of caution, Standard Aero filed the statement and reservation of rights to ensure that none of the rights and obligations of the parties under the Maintenance Agreement, any other agreements between Standard Aero, Delta and the Debtors, the common law, or the rights of Standard Aero in the Arbitration Proceeding are impacted by the DIP Motion and entry of the DIP motion order. 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. A seven-member official committee of unsecured creditors has been appointed in the case. PINNACLE AIRLINES: Common Stock Delisted from NASDAQ ---------------------------------------------------- The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission regarding the removal of Pinnacle Airlines Corp.'s common stock under the NASDAQ Exchange. About Pinnacle Airlines 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. A seven-member official committee of unsecured creditors has been appointed in the case. PJ FINANCE: Plan Confirmation Hearing to Start May 8 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware previously entered an order extending until April 30, 2012, PJ Finance Company, LLC, et al.'s exclusive period to solicit votes for the First Amended Joint Plan of Reorganization dated Jan. 25, 2012. In this relation, the Court approved a second amended stipulation providing that the confirmation hearing will commence on May 8, at 1:00 p.m. The stipulation was entered among the Debtors, the Official Committee of Unsecured Creditors, Plan Sponsors and Torchlight Loan Services, LLC. The Troubled Company Reporter reported on Feb. 6, 2012 that the Court approved the First Amended Disclosure Statement explaining the Debtors' First Amended Plan. The Debtors conducted an extensive marketing process that led to an auction. The Debtors estimate that, when compared to the original Joint Plan of Reorganization filed in September 2011, the net present value of recoveries to the senior lender under the First Amended Joint Plan filed in January 2012 is approximately $120 million higher, and includes several additional and material enhancements to the Debtors and their estates and, further, it is anticipated that confirmation of the First Amended Joint Plan will be fully consensual amongst all of the Debtors' creditor constituents and the Debtors' current equity holders. The Debtors have commenced solicitation of the First Amended Joint Plan. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7, 2011. Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Ernst & Young LLP serves as the Debtors' independent auditors. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y. represent the committee as lead counsel. Kimberly A. Brown, Esq., Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the Committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7, 2011. Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Ernst & Young LLP serves as the Debtors' independent auditors. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y. represent the committee as lead counsel. Kimberly A. Brown, Esq., Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the Committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). On Jan. 26, 2012, the Bankruptcy Court approved the First Amended Disclosure Statement explaining P.J. Finance Company, LLC, et al., and the Official Committee of Unsecured Creditors' First Amended Joint Plan of Reorganization, dated Jan. 25, 2012. The hearing to consider confirmation of the Plan will be held on Feb. 27, 2012, at 9:00 a.m. PJ FINANCE: Committee Taps WDC Solutions as Disbursing Agent ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of PJ Finance Company, LLC, et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain WDC Solutions, Ltd., as pre-confirmation disbursing agent. The Debtors and the Plan sponsor consented to Susan D. Watson of WDC Solutions to conduct consulting services that may be necessary and appropriate to the timely conclusion of the case cases and to provide assistance to the Committee. The billing rates of WDC Solutions' personnel are: Principal $400 Associates $300 Junior Associates $250 Paraprofessionals $150 To the best of the Committee's knowledge, WDC Solutions is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7, 2011. Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Ernst & Young LLP serves as the Debtors' independent auditors. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y. represent the committee as lead counsel. Kimberly A. Brown, Esq., Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the Committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). On Jan. 26, 2012, the Bankruptcy Court approved the First Amended Disclosure Statement explaining P.J. Finance Company, LLC, et al., and the Official Committee of Unsecured Creditors' First Amended Joint Plan of Reorganization, dated Jan. 25, 2012. The hearing to consider confirmation of the Plan will be held on Feb. 27, 2012, at 9:00 a.m. PJ FINANCE: Reaches Stipulation With Lexington Insurance -------------------------------------------------------- PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve a stipulation and settlement between the Debtors, the Official Committee of Unsecured Creditors, and Lexington Insurance Company. Prior to the Petition Date, Lexington issued insurance policies to a non-debtor, Alliance Residential Management, LLC. Certain of the Debtors and their properties were covered under the policies. The Debtors note that they sought coverage under the policies with respect to two of the six claims at issue in the Declaratory Action; as: a) Chase Peysen v. Alliance PJRT Limited Partnership formerly known as Alliance RT Limited Partnership, doing business as Cranes Landing Apartments, Alliance PJRT GP, Inc. formerly known as Alliance RT GP, Inc. and Alliance Residential Management, LLC, in the Circuit Court of the 9th Judicial Circuit in and for Orange County, Florida; and b) Mykisha McLane, as next of friend of Da-veon Guy v. Alliance Residential Management, in the District Court of the 342nd Judicial District in and for Tarrant County, Texas. The Debtors have not sought and are not entitled to coverage with respect to the remaining claims at issue in the Declaratory Action as those claims were not filed against the Debtors, and do not implicate the Debtors' properties. Chase Peysen filed for relief from the automatic stay on Aug. 15, 2011. The Peysen Stay Relief Motion was originally scheduled for Sept. 1, 2011. On Oct. 26, 2011, the Debtors filed an objection to the Peysen Stay Relief Motion. The Committee filed an objection to the Peysen Stay Relief Motion on Oct. 27, 2011. The Debtors, the Committee and Peysen have been working to resolve the Peysen Stay Relief Motion consensually and have been adjourning the Peysen Stay Relief Motion while they continue their discussions. It is scheduled for hearing at 1:00 p.m. on May 8, 2012. To ensure that there is coverage for the Peysen Lawsuit and the McLane Lawsuit, the Debtors sought to reach a settlement with the Committee and Lexington regarding coverage for these claims. The parties agreed that: i) the Debtors will pay $300,000 to Lexington in full satisfaction of the remaining self-insured retention obligations relating to the Peysen Lawsuit and the McLane Lawsuit; ii) Lexington will not seek any relief against the Debtors in the Declaratory Action, and will be forever barred from asserting claims against the Debtors that relate to the Peysen Lawsuit, the McLane Lawsuit, or the subject matter of the Declaratory Action, generally. However, the bar of claims against the Debtors will not prejudice Lexington's coverage position or right to pursue the Declaratory Action with respect to any defendant or potential defendant other than the Debtors. Aside from the satisfaction of the SIR Provisions as they relate to the Peysen Lawsuit and the McLane Lawsuit, nothing in the Stipulation and Settlement modifies or amends any of the terms of the policies, which shall remain in full force and effect. Lexington will provide coverage to the Debtors under the applicable Policies with regard to the Peysen Lawsuit and McLane Lawsuit subject to the applicable terms and conditions of the policies and the terms of the Stipulation and Settlement. The Debtors set a May 8, 2012, hearing at 1:00 p.m. (EST) on the request. Objections, if any, are due May 1, at 4:00 p.m. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7, 2011. Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Ernst & Young LLP serves as the Debtors' independent auditors. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y. represent the committee as lead counsel. Kimberly A. Brown, Esq., Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the Committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJCOMN ACQUISITION: Papa John's to Buy CO & MN Outlets for $5.25MM ------------------------------------------------------------------ L. Wayne Hicks, managing editor at Denver Business Journal, citing court documents, reports that Papa John's International Inc. will pay a combined $5.25 million for the Colorado and Minnesota franchises owned by PJCOMN Acquisition Corp. According to the report, the asset purchase agreement filed with the bankruptcy court reveals Papa John's has agreed to pay $3.75 million for 27 locations in the Denver area and $1.5 million for 32 restaurants. About PJCOMN Acquisition Based in Baltimore, Maryland, PJCOMN Acquisition Corporation dba Papa John's filed for Chapter 11 protection on Sept. 27, 2011 (Bankr. D. Md. Case No. 11-29380). Judge Robert A. Gordon presides over the case. Lawrence Joseph Yumkas, Esq., at Logan, Yumkas, Vidmar & Sweeney, LLC, represents the Debtor. The Debtor estimated assets of less than $50,000, and estimated debts of between $10 million and $50 million. PRICHARD, AL: Eligible for Chapter 9 Bankruptcy ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Alabama Supreme Court ruled in a unanimous decision April 20 that Jefferson County and the city of Prichard, Alabama, both have the right to be in municipal bankruptcy. Mr. Rochelle recounts that a bankruptcy judge ruled in August that the city of Prichard wasn't entitled to be in Chapter 9 bankruptcy because it didn't have outstanding bonds. The Prichard case was appealed to the federal district court, where the judge asked the Alabama Supreme Court to say whether outstanding bonds are required before filing municipal bankruptcy. Meanwhile, a different bankruptcy judge presiding over the municipal bankruptcy of Jefferson County ruled in March that having outstanding bonds wasn't required before Alabama law authorizes a municipality to file bankruptcy. According to the report, the state Supreme Court ruled that the state statute is "unambiguous." The state's highest court said the "legislature intended to authorize every county, city, town or municipal authority" to file bankruptcy. Mr. Rochelle notes that the 13-page ruling by the state court on April 20 was an abbreviated version of the 28-page, single-spaced ruling on March 4 by the Jefferson County Bankruptcy Judge Thomas B. Bennett. Holders of more than $3 billion in defaulted sewer debt challenged the county's right to be in Chapter 9, interpreting Alabama state law as requiring a county to have outstanding bonds, which Jefferson County doesn't have. Judge Bennett looked at state law and concluded that resorting to bankruptcy court "is not constrained by the types of debts outstanding on the day a bankruptcy case is initiated." The state's Supreme Court reached the same conclusion. About Prichard, Alabama The city of Prichard, Alabama, a suburb of Mobile, filed for municipal reorganization on Oct. 27, 2009, its second time in eight years. The Chapter 9 petition in Mobile says that assets and debt both exceed $10 million. In September 2010, the Bankruptcy Court dismissed Prichard's petition after finding that the city lacked the capacity, under Alabama law, to file the petition. The city filed for bankruptcy after retirees stopped receiving pension checks. Prichard said it was having a "substantial under- funded pension obligation." Prichard has a population of 25,000. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. PRIME EAST: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Prime East 15th LLC 5014 16th Avenue Suite 178 Brooklyn, NY 11204 Bankruptcy Case No.: 12-42883 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Nancy Hershey Lord Debtor's Counsel: Bruce Weiner, Esq. ROSENBERG MUSSO & WEINER LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: (718) 625-1966 E-mail: rmwlaw@att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb12-42883.pdf The petition was signed by Jacob Frank, managing member. PRINCETON REVIEW: Common Stock Delisted from NASDAQ --------------------------------------------------- The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission regarding the removal from listing of Princeton Review Inc.'s common stock under the Exchange. Framingham, Massachusetts-based The Princeton Review, Inc., entered, on March 26, 2012, into an Asset Purchase Agreement with an affiliate of Charlesbank Capital Partners pursuant to which, upon the terms and subject to the conditions set forth in the Agreement, the Company will sell, and Buyer will buy, substantially all of the assets of the Company's Higher Education Readiness ("HER") division, including the name and brand of The Princeton Review. The consideration for the sale of the HER division will be $33.0 million in cash, plus the assumption of $12.0 million in net working capital liabilities. The purchase price will be adjusted to account for any variance from the target working capital level. The Company expects to use the net proceeds from the sale to repay obligations outstanding under its senior credit facilities with General Electric Capital Corporation. Upon consummation of the transaction, the Company will serve as a holding company for the Penn Foster division, will cease to be known as The Princeton Review and will formally adopt a new, to be determined, corporate name. The Company's business as it existed on and prior to Dec. 31, 2011, was to provide in-person, online and print education products and services targeting the high school and post-secondary markets. For 2011, PricewaterhouseCoopers LLP, in Boston, Massachusetts, expressed substantial doubt about the Princeton Review's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. The Company reported a net loss of $136.07 million on $188.75 million of revenues for 2011, compared with a net loss of $51.74 million on $213.83 million of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $228.35 million in total assets, $213.66 million in total liabilities, Series D preferred stock of $125.43 million, and a stockholders' deficit of $110.74 million. PROSPECT MEDICAL: S&P Rates New $325-Mil. Sr. Secured Notes 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' issue-level rating and '5' recovery rating to Prospect's proposed $325 million senior secured facility. "We also affirmed our ratings on Los Angeles-based Prospect Medical Holdings Inc., including the 'B' corporate credit rating. The rating outlook is positive," S&P said. "The affirmation is based on our updated expectation for 2012 operating results, incorporating the higher debt levels after the financing and higher EBITDA because of our current understanding about the level of expected supplemental payments. New debt will include the elimination of Brotman Medical Center's nonrecourse debt, debt-financed repayment of preferred stock, and extension of debt maturities. We now believe Prospect's debt-to-EBITDA ratio will be about 3.0x by the end of 2012, compared with our prior expectation of about 2.3x. We still believe Prospect can pay down more debt," S&P said. "The ratings on Prospect reflect an 'aggressive' financial risk profile. While lease-adjusted debt to EBITDA was 3.2x at the end of 2011 (stronger than ranges normally associated with an aggressive financial risk profile), we believe the loss or reduction of any of the various provider tax and disproportionate share payment programs could have a large impact on Prospect's financial risk profile. The financial profile could improve this year to more in line with a significant financial risk assessment, but sustaining a better financial risk profile could depend on the future of California and Texas's supplemental payments, states from which Prospect receives significant subsidy payments. While we are highly confident in the estimations of payments Prospect will receive over the next year or so, the long-term future of these programs is unclear," S&P said. "In our opinion, Prospect has a 'vulnerable' business risk profile because of its relatively undiversified business portfolio, its concentration of risk in a small number of hospitals, and its exposure to third-party reimbursement risk," S&P said. "Although the Nix acquisition (closed Feb. 1, 2012) modestly eases Prospect's concentration in California from 100% of revenues down to about 85% on a pro forma basis, reimbursement risk from third- party payors is a very influential factor affecting future earnings and cash flow. If reimbursement declines or lags expense increases, Prospect's total profitability could decline if supplemental payments do not overcome this potential deficit. Prospect's medical group business also is vulnerable to cuts in the Medicare Advantage program and subject to capitation risk, although this risk is reduced by sub-capitation," S&P said. "We expect Prospect to generate about $10 million to $15 million free cash flow in 2012 after covering its capital expenditures and acquisition costs. With the Nix acquisition completed, we do not expect Prospect to make any additional acquisitions in the next year, but expect it to focus on integrating Nix and further improving the financial performance of Brotman Medical Center. We expect 2012 revenues to increase by about 16% from 2011. This estimate includes a partial year of the Nix operations, an adjustment for an accounting change for the provision for bad debts, our expectation for Medicare and Medicaid disproportionate share payments, gross receipts from the provider fee program in California, and receipts from the new program replacing the Upper Payment Limit Program in Texas. These factors, plus our expectation for some improvement in Brotman from the opening of a new sub-acute care unit and improved patient volume result in our expectation that Prospect's lease-adjusted EBITDA margin can improve to about 17% in 2012 from about 10% in 2011. The vast majority of this improvement is from fluctuations in supplemental payments and, to a small extent, an improvement in operating performance at the facility level. We expect margins to trend lower in subsequent years to about 15%, despite unexpected changes in the supplemental programs or acquisitions," S&P said. RAYMA FOOD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rayma Food, LLC dba IGA Economizer 14720 Dr. MLK Jr. Blvd. Dover, FL 33527 Bankruptcy Case No.: 12-05921 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Bernard J. Morse, Esq. MORSE & GOMEZ PA 11268 Winthrop Main Street, Suite 102 Riverview, FL 33578 Tel: (813) 341-8400 Fax: (813) 463-1807 E-mail: chipmorse@morsegomez.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 together with the petition is available for free at http://bankrupt.com/misc/flmb12-05921.pdf The petition was signed by Jose A. Martinez, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Rayma Real Estate, LLC 12-05920 04/19/12 RAYMA REAL ESTATE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Rayma Real Estate, LLC 14720 Dr. MLK Jr. Blvd. Dover, FL 33527 Bankruptcy Case No.: 12-05920 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Bernard J. Morse, Esq. MORSE & GOMEZ PA 11268 Winthrop Main Street, Suite 102 Riverview, FL 33578 Tel: (813) 341-8400 Fax: (813) 463-1807 E-mail: chipmorse@morsegomez.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jose A. Martinez, managing member. REAL ESTATE ASSOCIATES: Divests Investment in Richards Park ----------------------------------------------------------- Real Estate Associates Limited VII holds a 98.99% limited partnership interest in Richards Park Apartments Limited Partnership. On April 17, 2012, Richards Park sold its investment property to The Orlean Company in exchange for (i) full satisfaction of the non-recourse note payable due to an affiliate of the Purchaser, (ii) the assumption of the outstanding mortgage loan encumbering the property, and (iii) the sum of one dollar. Real Estate Associates did not receive any proceeds from the sale. The partnership had no investment balance remaining in Richards Park as of Dec. 31, 2011. About Real Estate Associates Real Estate Associates Limited VII is a limited partnership which was formed under the laws of the State of California on May 24, 1983. On February 1, 1984, the Partnership offered 2,600 units consisting of 5,200 limited partnership interests and warrants to purchase a maximum of 10,400 additional limited partnership interests through a public offering managed by E.F. Hutton Inc. The Partnership received $39,000,000 in subscriptions for units of limited partnership interests (at $5,000 per unit) during the period from March 7, 1984 to June 11, 1985. The Partnership will be dissolved only upon the expiration of 50 complete calendar years -- December 31, 2033 -- from the date of the formation of the Partnership or the occurrence of various other events as specified in the Partnership agreement. The principal business of the Partnership is to invest, directly or indirectly, in other limited partnerships which own or lease and operate Federal, state and local government-assisted housing projects. The general partners of the Partnership are National Partnership Investments Corp., a California Corporation, and National Partnership Investments Associates II. The business of the Partnership is conducted primarily by NAPICO, a subsidiary of Apartment Investment and Management Company, a publicly traded real estate investment trust. The Partnership holds limited partnership interests in 11 local limited partnerships as of both March 31, 2010, and December 31, 2009. The Partnership also holds a general partner interest in Real Estate Associates IV, which, in turn, holds limited partnership interests in nine additional Local Limited Partnerships; therefore, the Partnership holds interests, either directly or indirectly through REA IV, in twenty (20) Local Limited Partnerships. The general partner of REA IV is NAPICO. The Local Limited Partnerships own residential low income rental projects consisting of 1,387 apartment units at both March 31, 2010, and December 31, 2009. The mortgage loans of these projects are payable to or insured by various governmental agencies. The Partnership reported a net loss of $861,000 on $0 of revenue in 2011, compared with net income of $171,000 on $0 of revenue in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.23 million in total assets, $21.37 million in total liabilities and a $20.14 million total partners' deficit. For 2011, Ernst & Young LLP, in Greenville, South Carolina, expressed substantial doubt about the Partnership's ability to continue as a going concern. The independent auditors noted that the Partnership continues to generate recurring operating losses. In addition, notes payable and related accrued interest totaling approximately $16,164,000 are in default due to non-payment. REDDY ICE: Has $70MM Revolving Credit Facility with Macquarie ------------------------------------------------------------- Reddy Ice Corporation entered into a debtor-in-possession revolving credit facility with Macquarie Bank Limited, as the sole lender and administrative agent. The DIP Credit Facility consists of a revolving credit facility in an amount not to exceed $70 million, a portion of the proceeds of which were used to repay the Company's amended and restated credit agreement, dated as of Oct. 22, 2010, by and among the Company and Macquarie Bank Limited, as the sole lender and administrative agent, upon entry of the interim order approving the DIP Credit Facility. The DIP Credit Facility will provide additional liquidity during the restructuring process and will, subject to the satisfaction of certain conditions, some of which are not in the Company's control, be converted into a senior secured first lien revolving credit facility on substantially the same terms as the Pre- Petition Credit Facility upon the Company's emergence from bankruptcy. Borrowings under the DIP Credit Facility will bear interest at a rate equal to LIBOR plus an applicable margin of 7.0% per annum, or, at the Company's option, the Alternative Base Rate plus an applicable margin of 6.0% per annum. LIBOR and the Base Rate are subject to floors of 1.5% and 2.5%, respectively. The DIP Credit Facility will not provide for the issuance of letters of credit. The DIP Credit Facility will mature on July 16, 2012, with a three month extension at the Company's option, subject to limited conditions to extension, including the payment of an extension fee equal to 1.25% of the full amount of the DIP Credit Facility. The obligations under the DIP Credit Facility are fully and unconditionally guaranteed by Reddy Ice Holdings, Inc., and will also be guaranteed by any future domestic subsidiaries of the Company. The DIP Credit Facility is collateralized by first priority priming liens on substantially all of the Company's assets and is entitled to superpriority administrative claim status. Subject to certain conditions, mandatory prepayments of the DIP Credit Facility will be required to be made with portions of proceeds from asset sales, subject to various exceptions. The DIP Credit Facility contains affirmative and negative covenants applicable to the Company and its future subsidiaries, subject to materiality and other qualifications, baskets and exceptions. The affirmative and negative covenants are substantially the same as the Pre-Petition Credit Facility, modified as necessary to reflect the commencement and continuation of the voluntary bankruptcy cases under Chapter 11 of the United States Bankruptcy Code and the effects that customarily result from reorganization under Chapter 11 of the United States Bankruptcy Code. The financial covenants include a maximum leverage ratio, compliance with cash flow budgets and repayment limitation. Obligations under the DIP Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default, subject to thresholds and grace periods in some cases. The events of default are substantially the same as the Pre- Petition Credit Facility, modified as necessary to reflect the commencement of the Bankruptcy Cases and such other matters as the administrative agent shall specify. A copy of the DIP Credit Facility is available for free at: http://is.gd/STdkis About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Wins Court Nod to Conduct Rights Offering ---------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Reddy Ice Holdings' motion to conduct a rights offering open to existing holders of their Second Lien Notes. The $17.5 million rights offering is a critical part of the Debtors' restructuring plan. As reported in the April 16, 2012 edition of the TCR, in connection with its proposal to acquire packaged ice distributor Arctic Glacier Inc., Reddy Ice has entered into an investment agreement with Centerbridge Capital Partners II, L.P., under which Centerbridge has committed to (a) backstop a $17.5 million rights offering for preferred stock of Reddy Holdings, (b) directly purchase New Preferred Stock in an amount not less than $7.5 million, (c) provide equity capital for the acquisition of Arctic and (d) in the event of the failure to acquire Arctic, exchange First Lien Notes for New Preferred Stock of Reddy Holdings, in each case subject to certain terms and conditions. The rights offering will be open to existing holders of Second Lien Notes on a ratable basis. The Rights Offering will result in net proceeds of $17.5 million and that $7.5 million to roughly $10.4 million in proceeds will be received under the Investment Agreement. The proceeds will be used for general corporate purposes, including payment of fees and expenses incurred in connection with the Debtor's Chapter 11 Plan and cash distributions called for under the Plan. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Taps FTI, Jefferies Co. as Financial Advisors -------------------------------------------------------- BankruptcyData.com reports that Reddy Ice Holdings filed with the U.S. Bankruptcy Court motions to retain: -- FTI Consulting (Contact: Albert Conly) as financial advisor for these hourly rates: senior managing director at $475 to $895, director/managing director at $375 to $745, consultant/senior consultant at $125 to $530, and administrative/paraprofessional at $115 to $230; and -- Jefferies and Company (Contact: Robert White) as financial advisor and investment banker for a monthly fee of $100,000, a $2.05 million fee payable upon consummation of a transaction involving the Second Lien Notes, and 0.30% of the principal amount of the Company's 11.25% Senior Secured Notes due 2015 for any consent, waiver or amendment of or to any provision of the instruments governing the Senior Secured Notes indenture. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Court Approves KCC as Claims Agent ---------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Reddy Ice Holdings' motion to retain Kurtzman Carson Consultants as claims agent. As reported in Troubled Company Reporter on April 18, 2012, the consulting services & rates of KCC's personnel are: Position Hourly Rate 25% Discounted Rate -------- ----------- ------------------- Clerical $40 - $60 $30 - $45 Project Specialist $80 - $140 $60 - $105 Technology/Programming Consultant $100 - $200 $75 - $150 Consultant $125 - $200 $93 - $150 Senior Consultant $225 - $275 $168 - $206 Senior Managing Consultant $295 $221 Weekend, holidays and overtime Waived Waived Travel expenses and working meals Waived Waived Albert Kass, vice president of corporate restructuring services of KCC, assured the Court that KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. REDDY ICE: Committee Unsecured Creditors Appointed -------------------------------------------------- BankruptcyData.com reports that the U.S. Trustee assigned to Reddy Ice Holdings case appointed an official committee of unsecured creditors which includes Micah McDowell, Vice President of Sales and Marketing of Sharp Packaging, James F. Thomas, President Thomas Beverage Company and Joan Wagstaff, COO, TSI& Inc. About Reddy Ice Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice Corp. manufacture and distribute packaged ice in the United States. As of Dec. 31, 2011, the Company had assets totaling $434 million and total liabilities of $531 million. The bulk of the liabilities were total debt outstanding of $471.5 million. Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12- 32349 and 12-32350) together with a plan of reorganization and accompanying disclosure statement to complete a previously announced plan to strengthen its balance sheet and ensure strong financial footing for the future. As part of the restructuring, Reddy Ice seeks to pursue a strategic acquisition of all or substantially all of the businesses and assets of Arctic Glacier Income Fund and its subsidiaries, including Arctic Glacier Inc., a major producer, marketer and distributor of packaged ice in North America. Arctic Glacier on Feb. 22, 2012, filed for protection under the Companies' Creditors Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in the United States. Arctic is seeking sale or investment proposals from qualified bidders. Reddy Ice's Plan provides for the restructuring of the Company's obligations with respect to $300 million of First Lien Notes; $139.4 million of Second Lien Notes; and $11.7 million of Discount Notes. If the Plan is approved, all Second Lien Notes will be exchanged and will be retired and cancelled and all Discount Notes will be cancelled. Reddy Ice said the Plan has the support of a majority of its lenders and major creditors, led by Centerbridge Capital Partners II, L.P. Entities entitled to vote on the Plan have until May 9, 2012, to cast their ballot. The Debtors have asked the Court to hold a combined hearing to approve the Disclosure Statement and confirm the Plan no later than May 18, 2012. Judge Stacey G. Jernigan presides over the case. Reddy Ice's legal advisor on the restructuring is DLA Piper LLP (US) and its financial advisors are Jefferies & Company, Inc. and FTI Consulting, Inc. Kurtzman Carson Consultants serves as claims and notice agent. Centerbridge Partners is represented by Jonathan S. Zinman, Esq., Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup Sathy, Esq., at Kirkland & Ellis. Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq., and David R. Seligman, Esq., also at Kirkland & Ellis. The ad hoc group of First Lien and Second Lien Noteholders is represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton Rosen & Katz. Wells Fargo Bank, National Association, serves as First Lien and Second Lien Agent. RMP ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RMP Associates, L.C. 8087 Athena Street Springfield, VA 22153 Bankruptcy Case No.: 12-12586 Chapter 11 Petition Date: April 21, 2012 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Brian F. Kenney Debtor's Counsel: Thomas J. Stanton, Esq. STANTON & ASSOCIATES, P.C. 221 South Fayette Street Alexandria, VA 22314 Tel: (703) 299-4445 Fax: (703) 299-4473 E-mail: tstanton@us.net Scheduled Assets: $3,901,690 Scheduled Liabilities: $3,254,491 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/vaeb12-12586.pdf The petition was signed by Zorah M. Phares, manager. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Zorah M. Phares 12-12578 04/20/12 ROBERTS HOTEL: 2 Hotel Portfolios in Chapter 11 Bankruptcy ---------------------------------------------------------- Lisa Brown, writing for The St. Louis Post-Dispatch, reports that Roberts Hotels Spartanburg LLC became the second hotel owned by St. Louis, Missouri-based developers Michael and Steven Roberts to file for Chapter 11 bankruptcy in a week. The company has a portfolio of 11 hotels. The Spartanburg hotel was operating as a 200-room Clarion hotel before closing earlier this year. The hotel lists between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Roberts Hotels Houston LLC also filed for Chapter 11 protection in federal court in St. Louis. That business entity owns the 207- room Holiday Inn in Houston, Texas, which also is closed. The report, citing an interview with the Post-Dispatch, says the Roberts brothers said they planned to file bankruptcies on hotels associated with a lawsuit filed by Bank of America earlier this month. In that lawsuit, Bank of America claims the brothers owe $34.28 million in principal and $376,049 in interest on a loan to renovate hotels in Atlanta, Dallas, Houston, Shreveport, La., Spartanburg, S.C. and Tampa. The report says the Roberts brothers said they've been working on a plan to sell a stake in their hotel portfolio to an outside investor to infuse capital in the hotels. They said they're turning to Chapter 11 as a means to stave off foreclosure proceedings on the hotels. About Roberts Hotels Roberts Hotels Spartanburg, LLC, filed a bare-bones Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) in its hometown in St. Louis, Missouri, on April 19, 2012. The Debtor estimated assets of up to $50 million and debts of up to $10 million. Roberts Hotels Spartanburg owns the Clarion Hotel, formerly named Radisson Hotel & Suites Spartanburg. The Debtor is represented by A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, in St. Louis. Roberts Hotels Houston LLC, dba Holiday Inn Houston and Holiday Inn Southwest, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012. Judge Charles E. Rendlen III presides over the case. The Danna McKitrick firm also serves as counsel. Roberts Hotels Houston estimated under $50,000 in assets and $10 million to $50 million in debts. The petition was signed by Michael W. Kirtley, chief operating officer. On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-04341), estimating both assets and debts of between $1 million and $10 million. John D. Moore, P.A., represents the Debtor. ROOMSTORE INC: Closes Grand Prairie Distribution Center ------------------------------------------------------- Steven R. Thompson, staff writer at Dallas Business Journal, reports hat RoomStore is closing its Grand Prairie distribution center and regional office. RoomStore said it has sent a WARN letter to the Texas Workforce Commission on April 12. Closing the facility at 4003 Gifford St. will affect 60 employees. Layoffs are expected to begin April 30. Earlier this month, the company announced plans to close of all of its Texas retail locations as part of its Chapter 11 bankruptcy restructuring case. About RoomStore Inc. Richmond, Virginia-based RoomStore, Inc., operates retail furniture stores and offers home furnishings through Furniture.com, a provider of Internet-based sales opportunities for regional furniture retailers. RoomStore was founded in 1992 in Dallas, Texas, with four retail furniture stores. With more than $300 million in net sales for its fiscal year ending 2010, RoomStore was one of the 30 largest furniture retailers in the United States. RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-37790) on Dec. 12, 2011, following store-closing sales at four of its retail stores, located in Hoover, Alabama; Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore, Maryland. When it filed for bankruptcy, the Company operated a chain of 64 retail furniture stores, including both large-format stores and clearance centers in eight states: Pennsylvania, Maryland, Virginia, North Carolina, South Carolina, Florida, Alabama, and Texas. It also had five warehouses and distribution centers located in Maryland, North Carolina, and Texas that service the Retail Stores. RoomStore also owns 65% of Mattress Discounters Group LLC, which operates 83 mattress stores (as of Aug. 31, 2011) in the states of Delaware, Maryland and Virginia and in the District of Columbia. RoomStore acquired the Mattress Discounters stake after it filed its second bankruptcy in 2008. Mattress Discounters sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter 11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on March 14, 2003. Judge Douglas O. Tice, Jr., presides over RoomStore's case. Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., serves as the Debtor's financial advisors and consultants. RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million in total assets, $60.3 million in total liabilities, and stockholders' equity of $10.1 million. The petition was signed by Stephen Girodano, president and chief executive officer. Liquidator Hilco Merchant Resources, Inc., is represented in the case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler Fleischer, P.C. The U.S. Trustee for Region 4 named seven members to the official committee of unsecured creditors in the case. ROSETTA GENOMICS: Gets NonCompliance Notice from NASDAQ ------------------------------------------------------- Rosetta Genomics Ltd. received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market notifying the Company that it no longer satisfies NASDAQ Listing Rule 5550(b)(1), which requires an issuer to maintain a minimum of $2,500,000 in stockholders' equity for continued listing on The NASDAQ Capital Market, if the issuer does not otherwise have a market value of listed securities of at least $35,000,000 or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Company has been afforded 45 calendar days, or through June 1, 2012, to submit a plan to regain compliance with the Rule. If the Staff accepts the Company's plan, the Staff may grant the Company an extension of up to 180 calendar days from the date of the determination letter to evidence compliance with the Rule, or through Oct. 15, 2012. If the Staff does not accept the Company's plan, the Company may appeal the Staff's determination to the NASDAQ Listing Qualifications Panel. The Staff's April 17, 2012 determination will not impact trading in the Company's securities at this time and the Company's shares will continue to trade on The NASDAQ Capital Market under the symbol ROSG pending the conclusion of the NASDAQ review process. The Company intends to timely submit its plan to regain compliance with the Rule to the Staff. The Company is working to regain compliance with the Rule; however, there can be no assurance that the Company will be able to do so. About Rosetta Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed substantial doubt about Rosetta Genomics' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and generated negative cash flows from operating activities in each of the three years in the period ended Dec. 31, 2011. The Company reported a net loss after discontinued operations of $8.83 million on $103,000 of revenues for 2011, compared with a net loss after discontinued operations of $14.76 million on $279,000 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.04 million in total assets, $2.40 million in total liabilities, and a stockholders' deficit of $356,000. "We have used substantial funds to discover, develop and protect our microRNA tests and technologies and will require substantial additional funds to continue our operations. Based on our current operations, our existing funds, including the proceeds from the January 2012 debt financing, will only be sufficient to fund operations until late May, 2012. We intend to seek funding through collaborative arrangements and public or private equity offerings and debt financings. Additional funds may not be available to us when needed on acceptable terms, or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then-existing shareholders may result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development or approved tests or products that we would otherwise pursue on our own. Our failure to raise capital when needed will materially harm our business, financial condition and results of operations, and may require us to seek protection under the bankruptcy laws of Israel and the United States. S C PRESTIGE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: S C Prestige Parking Inc. fdba Prestige Parking Inc. 220 W 21st St. Los Angeles, CA 90007 Bankruptcy Case No.: 12-23964 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Philip Deitch, Esq. LAW OFFICES OF PHILIP DEITCH 1717 Fourth St 3rd Fl Santa Monica, CA 90401 Tel: (310) 899-9600 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Sohrab Sahab, president. SCANA CORPORATION: Moody's Issues Summary Credit Opinion -------------------------------------------------------- Moody's Investors Service issued a summary credit opinion on SCANA Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings, outlook or rating rationale for SCANA Corporation and its affiliates. Moody's current ratings on SCANA Corporation and its affiliates are: SCANA Corporation Senior Unsecured domestic currency Baa3 LT Issuer Rating Baa3 Junior Subordinate domestic currency ratings of Ba1 Senior Unsec. Shelf domestic currency ratings of (P)Baa3 Junior Subord. Shelf domestic currency ratings of (P)Ba1 Commercial Paper domestic currency ratings of P-3 Public Service Co. of North Carolina, Inc. Senior Unsecured domestic currency ratings of A3 Commercial Paper domestic currency ratings of P-2 South Carolina Electric & Gas Company First Mortgage Bonds domestic currency ratings of A3 LT Issuer Rating ratings of Baa2 Senior Secured Shelf domestic currency ratings of (P)A3 Commercial Paper domestic currency ratings of P-2 Backed First Mortgage Bonds domestic currency ratings of A3 BACKED Senior Secured domestic currency ratings of A3 BACKED Commercial Paper domestic currency ratings of P-2 Underlying First Mortgage Bonds domestic currency ratings of A3 South Carolina Fuel Company Inc. BACKED Commercial Paper domestic currency ratings of P-2 RATINGS RATIONALE SCANA's Baa3 senior unsecured and Issuer ratings considers the extent to which SCE&G's large nuclear construction program extending through 2019 will dominate the risk profile of SCANA and may pressure future consolidated financial metrics. Moody's rating also takes into account supportive regulatory regimes in all states of operation, legislation in South Carolina that is highly supportive of nuclear construction and very manageable environmental compliance requirements, which is balanced against the extreme asset concentration that the Summer station will represent upon completion, the structural subordination of the creditors to the holding company and a sizeable debt load at the parent. Rating Outlook The stable rating outlook reflects the large percentage of regulated cash flows of SCANA's subsidiaries, the excellent regulatory underpinnings to SCE&G's construction program and the company's constructive relationship with regulators. What Could Change the Rating - Up Ratings upgrades appear unlikely over the near term, primarily due the size and duration of the Summer construction program. Nevertheless, if SCANA were able to generate a stronger set of key financial credit metrics, including a ratio of CFO pre-w/c to debt above 19% on a sustainable basis (excluding bonus depreciation), ratings could be upgraded. Also, if construction were abandoned (e.g. if a COL is denied), the resultant decrease in business risk combined with expected full or near-full recovery on the abandonment could be the basis for a ratings upgrade at SCE&G and SCANA. What Could Change the Rating - Down SCE&G's ratings could be downgraded if Moody's were to change the assessment of the regulatory framework or the ability to recover costs (e.g., if rate-increase fatigue causes the SC PSC to seek a material reduction in the utility's non-Summer returns), if Summer incurs material cost overruns that are not included in the approved budget, or if key metrics show a deterioration (e.g, if 3 year average CFO-W/C/Debt were below 15% with no improvement clearly visible). The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. SEVEN ARTS: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Seven Arts Pictures plc c/o Nickolas Rimes Bridge House Riverside North Bewdley DY12 1AB, England Bankruptcy Case No.: 12-11187 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Debtor's Counsel: William E. Steffes, Esq. STEFFES VINGIELLO & MCKENZIE LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 E-mail: bsteffes@steffeslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Nickolas Rimes, foreign representative. SHENGDATECH INC: Has Until June 18 to Propose Chapter 11 Plan ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada extended ShengdaTech, Inc.'s exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until June 18, 2012, and Sept. 12, respectively. As reported in the Troubled Company Reporter on Feb. 28, 2012, the Debtor explained that though it has made progress, given the unique complexities of the Chapter 11 case, including issues related to the recovery of assets in the People's Republic of China, the Debtor needs additional time to develop and negotiate a plan of reorganization with its key creditor constituencies, including the Committee, other key constituencies and the Securities and Exchange Commission. About ShengdaTech Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano precipitated calcium carbonate for the tire industry. ShengdaTech converts limestone into nano-precipitated calcium carbonate (NPCC) using its proprietary and patent-protected technology. NPCC products are increasingly used in tires, paper, paints, building materials, and other chemical products. In addition to its broad customer base in China, the Company currently exports to Singapore, Thailand, South Korea, Malaysia, India, Latvia and Italy. ShengdaTech sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno, Nevada, in the United States. The Shanghai-China based company said in its bankruptcy filing it would fire all of its officers and restructure to try to recover from an accounting scandal. The Company disclosed US$295.4 million in assets and US$180.9 million in debt as of Sept. 30, 2011. The Company's legal representative in its Chapter 11 case is Greenberg Traurig, LLP. On Aug. 23, 2011, the Court entered an interim order confirming the Board of Directors Special Committee's appointment of Michael Kang as the Debtor's chief restructuring officer. Alvarez & Marsal North America, LLC, is the Company's chief restructuring officer. As reported in the TCR on Sept. 7, 2011, the United States Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in its role as indenture trustee for bondholders), and Zazove Associates, LLC, to serve on the Official Committee of Unsecured Creditors of ShengdaTech, Inc. Hogan Lovells US serves as counsel for ShengdaTech's official committee of unsecured creditors. SHWINCO OF ALABAMA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Shwinco of Alabama, LLC 171 Pemco Drive Dothan, AL 36303-9617 Bankruptcy Case No.: 12-10628 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Middle District of Alabama (Dothan) Judge: William R. Sawyer Debtor's Counsel: Collier H. Espy, Jr., Esq. ESPY, METCALF & ESPY, P.C. P.O. Drawer 6504 326 North Oates Street Dothan, AL 36302-6504 Tel: (334) 793-6288 E-mail: kc@espymetcalf.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 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/almb12-10628.pdf The petition was signed by Craig D. Shipp, Sr., member. SNP BOAT: Dist. Court Rules in Hotel Le St. James Discovery Rift ---------------------------------------------------------------- District Judge K. Michael Moore affirmed in part, and reversed in part, a bankruptcy court's Oct. 19, 2011 Final Judgment on Order Denying with Prejudice Motion for Entry of Order Entrusting M/Y Sixty Five to Foreign Representative for Administration in French Bankruptcy (Sauvegarde) Proceeding. In May 2008, SNP Boat Service S.A., a corporation organized under the laws of France, executed a contract for the sale of a vessel to a third party. The terms of the contract required SNP to accept the trade-in of the M/Y Saint James -- a separate vessel owned by Hotel Le St. James -- and credit EUR2,500,000 to St. James' account upon delivery. SNP designs luxury boats and provides brokerage, charter, and boat management services associated with its principal line of business. Hotel Le St. James is a corporation organized under the laws of Canada. The M/Y Saint James was ultimately delivered to SNP; however, SNP took issue with the condition of the vessel. SNP claimed the vessel "had not been delivered in good maintenance and operating condition." SNP also claimed that it had not received proper documentation upon the delivery of the vessel. Consequently, on Oct. 22, 2008, SNP informed St. James that the terms of the contract had not been fulfilled and SNP would not be crediting St. James' account pursuant to the terms of the contract. St. James disputed SNP's conclusion that St. James had breached the contract in a letter it sent to SNP roughly two days later. The emerging contract dispute between SNP and St. James then took on a decisively international flavor. On Oct. 27, 2008, SNP initiated an action against St. James in the Commercial Court of Cannes, France. On Nov. 6, 2008, St. James initiated a separate action against SNP in the Court of Montreal in Canada. At the Canadian proceeding, SNP argued that the Court of Montreal lacked both personal jurisdiction over SNP and subject matter jurisdiction to consider St. James' breach of contract claim. The Canadian courts denied SNP's jurisdictional arguments at both the trial and appellate level. On April 7, 2009, the French Commercial Court approved a French sauvegarde proceeding for SNP. The goals of a sauvegarde proceeding are to "facilitate the reorganization of the debtor in order to pursue its commercial activity, to maintain its employments and to repay its debts." Often compared to reorganization under Chapter 11 of the U.S. Bankruptcy Code, a sauvegarde proceeding imposes an automatic stay on any legal proceeding initiated by creditors of the debtor. The French Supreme Court has held that this automatic stay has an international effect. On Aug. 25, 2009, St. James submitted an unsecured claim in the sauvegarde proceeding for the price of the M/Y Saint James, plus interest, damages, and other costs. As the French sauvegarde proceeding was taking place, the Canadian proceeding was also progressing. After SNP's jurisdictional arguments were rejected, SNP's Canadian counsel withdrew. The Superior Court of Quebec served notice on SNP and SNP's Foreign Representative that the Court would enter judgment against SNP should SNP not obtain replacement counsel and defend itself in the Canadian litigation. SNP failed to defend itself, and on Oct. 16, 2009, the Superior Court of Quebec entered a default judgment in the amount of C$4,047,500 in favor of St. James and against SNP. At some point after obtaining the Canadian judgment St. James learned SNP had assets located in Florida, and on Feb. 17, 2010, St. James domesticated the Canadian Judgment in Broward County, Florida. Shortly thereafter, the Broward County Sheriffs office seized two of SNP's vessels -- the M/Y Sixty Five and the M/Y Foursome -- pursuant to a writ of execution issued by the state court. Before the vessels could be sold to satisfy St. James' judgment, however, the French Commercial Court designated Pierre- Louis Ezavin as administrator of SNP, and on April 6, 2010, Ezavin filed a Chapter 15 Petition in U.S. Bankruptcy Court seeking recognition of the French sauvegarde proceeding as a "foreign proceeding" pursuant to 11 U.S.C. Sec. 1515. On April 28, 2010, the bankruptcy court formally recognized the French sauvegarde proceeding as a foreign main proceeding and Ezavin as SNP's foreign representative. Pursuant to 11 U.S.C. Sec. 362, the bankruptcy court also ordered a stay with respect to the sale of any SNP property located within the United States. Finally, the court released the M/Y Sixty Five to Ezavin's custody, but prohibited the vessel from leaving the Southern District of Florida and ordered that any transfer or sale of the vessel was subject to court approval. One week later, SNP motioned the bankruptcy court to enter an order finding the M/Y Sixty Five subject to the jurisdiction of the French Commercial Court sauvegarde proceeding, and entrusting the M/Y Sixty Five to Ezavin. St. James opposed the motion on several grounds. A hearing was scheduled for June 8, 2010, but was ultimately continued to Aug. 9, 2010 due to concerns the bankruptcy court had regarding international comity. Complicating matters, on June 17, 2010, the French Commercial Court entered a declaratory judgment finding SNP not liable for the EUR2,500,000 price of the M/Y Saint James. On Aug. 9, 2010, the bankruptcy court granted SNP's Motion to Continue the Entrustment Motion Hearing. The court also ordered the parties to attend a second settlement conference, which was to take place on Sept. 7, 2010. The bankruptcy court ordered that Ezavin and a senior SNP representative with authority to bind SNP appear in person at the Sept. 7, 2010 settlement conference. A status conference was then scheduled for the day after the settlement conference, at which time matters of discovery and scheduling were to be discussed. St. James then served a request for production on SNP, seeking, inter alia, all documents filed in the sauvegarde proceeding; and translations of all pleadings in the sauvegarde proceeding. At the same time St. James served the request upon SNP, St. James motioned the bankruptcy court to shorten SNP's deadline to respond to the production request. The court granted St. James's Motion, before granting SNP's motion for reconsideration; limiting the scope of the production request to a docket sheet of the sauvegarde proceeding along with select documents from the docket sheet; and continuing the settlement conference to November 2010. The November settlement conference resulted in an impasse and on Nov. 8, 2010, the Parties had a status conference with the bankruptcy court. At the status conference, St. James continued to argue that further discovery was needed, and for the first time the existence of a French blocking statute was brought to the attention of the bankruptcy court. Before the status conference adjourned, the bankruptcy court rejected SNP's suggestion that pre-discovery summary judgment could resolve the action, and the parties agreed to hold another conference with the bankruptcy court on Dec. 2, 2010 to discuss the scope of discovery, a timeline for discovery, and to further examine the effect of the French blocking statute. Not satisfied with the bankruptcy court's decision to postpone summary judgment until after discovery, on Nov. 22, 2010, SNP filed a Motion for Judgment on the Pleadings in Connection with its Entrustment Motion. At the Dec. 20, 2010 status conference, the Parties argued SNP's Motion for Judgment on the Pleadings, and discussed the need for further discovery. The effect of the French blocking statute was also discussed. Counsel for St. James informed the bankruptcy court that France has a blocking statute, which, as counsel for St. James described it, "makes discovery in France not pursuant to the Hague Convention a criminal act." The bankruptcy court then denied without prejudice SNP's Motion for Judgment on the Pleadings, directed the Parties to appear for a status conference on Dec. 17, 2010 with an agreed upon discovery plan, and urged the Parties to find a way to conduct discovery in a manner compliant with the French blocking statute. At the Dec. 17, 2010 conference before the bankruptcy court, the Parties agreed that St. James would be able to depose representatives of SNP in late March 2011. The depositions would take place outside of France to avoid violating the French blocking statute. To prepare for the March 2011 depositions, St. James served document requests upon Ezavin and SNP in early February 2011. Before responding to St. James' requests, on March 10, 2011 SNP filed a Motion for a Protective Order, seeking to preclude the depositions of several SNP representatives. SNP, pursuant to the advice of new counsel, argued that attempting to circumvent the French blocking statute outside of France would constitute fraud in France, and doing so could subject the representatives of SNP to civil or criminal penalties. SNP proposed that St. James initiate an action in France and have all discovery supervised by the French courts in accordance with the Hague Convention. Approximately three weeks after filing its Motion for a Protective Order, SNP responded to St. James' document requests. SNP informed St. James that no documents would be produced. The scope of St. James' requests had led SNP to believe St. James was attempting to re-litigate the original sauvegarde proceeding,5 which, SNP argued, was improper because St. James had filed an appeal with the French Appellate Courts. Furthermore, St. James already had the opportunity to obtain discovery in the sauvegarde proceeding and was now barred by "res judicata, collateral estoppel, and principles of comity." After receiving SNP's response, St. James concluded that SNP was "intentionally delaying] proceedings, and play[ing] games with the discovery process." On April 5, 2011, St. James filed a motion which argued that the French blocking statute did not bar discovery in the U.S. bankruptcy court action, and requested that the bankruptcy court deny with prejudice SNP's Entrustment Motion and dismiss the proceeding as a sanction for SNP's alleged misconduct. In the alternative, St. James requested that the bankruptcy court compel SNP and Ezavin to "properly respond to discovery." On April 22, 2011, the bankruptcy court held a hearing on St. James' Motion for Sanctions and SNP's Motion for a Protective Order. At the outset of the hearing, the bankruptcy court warned SNP that it was "powerfully close" to dismissing the case for "lack of cooperation on the part of the foreign representative" and that it was contemplating "other significant rulings, including denying the motion for an order seeking turnover of the vessel." The bankruptcy court noted the "distinct impression" it had that SNP was neither cooperating nor proceeding in good faith. The bankruptcy court then entertained counsels' arguments regarding SNP's alleged misconduct, the applicability of the French blocking statute, and whether due process had been afforded to St. James in the French sauvegarde proceeding. On June 30, 2011, the bankruptcy court issued an Order (1) Denying SNP's Motion for Protective Order, (2) Denying SNP's Entrustment Motion, and (3) Granting in-Part & Denying in-Part St. James' Motion for Sanctions. The bankruptcy court held that the French blocking statute did not deprive the bankruptcy court of its power to order the Parties to engage in discovery. The bankruptcy court then cautioned SNP that if discovery was not conducted prior to an Aug. 19, 2011 status conference "so that [the] court may determine whether due process was afforded in the French proceedings," the bankruptcy court would "conclude that the order granting recognition of the foreign main proceeding was improvidently entered . . . revoke recognition of the foreign main proceeding, and . . . abstain from [the] matter under 11 U.S.C. Sec. 305." Approximately one month later, SNP filed a motion requesting the bankruptcy court to clarify whether the June 30, 2011 Order precluded depositions from being held in France or Monaco. SNP also requested that the bankruptcy court continue the Aug. 19, 2011 status conference to September due to the month-long August holiday in France. On Aug. 4, 2011, the bankruptcy court denied SNP's motion after having accused SNP of filing the motion as "an apparent tactical maneuver to present the court with a fait accompli in late August." At the Aug. 19, 2011 status conference, SNP once again argued that the French blocking statute precluded discovery outside the scope of the Hague Convention, and that the bankruptcy court lacked authority to inquire whether St. James was afforded due process in the French sauvegarde proceedings. The bankruptcy court disagreed and notified the parties that it intended to deny with prejudice SNP's Entrustment Motion and abstain from the action. On Oct. 20, 2011, the bankruptcy court denied with prejudice SNP's Entrustment Motion, directed the U.S. Marshals Service to take possession of the M/Y Sixty Five from Ezavin and transfer it to the Broward County Sheriffs office, and dismissed the case. SNP took an appeal from the Bankruptcy Court's Order and presented these issues to the District Court: (1) Whether the bankruptcy court, for the purposes of ruling on SNP's Entrustment Motion, erred by insisting on discovery that would enable it to determine whether St. James was afforded due process in the sauvegarde proceeding; (2) Whether the bankruptcy court erred when it concluded that the French blocking statute did not pose an obstacle to compelling the depositions of SNP representatives; and (3) Whether the bankruptcy court erred by dismissing the proceeding as a sanction. Judge Moore ruled that the bankruptcy court acted within its discretion when it disregarded the French blocking statute and ordered that the representatives of SNP be deposed. The bankruptcy court, however, abused its discretion when it ordered discovery to determine whether St. James' interests were sufficiently protected in the specific French sauvegarde proceeding. Furthermore, the bankruptcy court abused its discretion when it dismissed SNP's Entrustment Motion with Prejudice as a sanction. Judge Moore ruled that the the Bankruptcy Court's Final Judgment and Order Denying with Prejudice Motion for Entry of Order Entrusting M/Y Sixty Five to Foreign Representative, both dated Oct. 20, 2011, are vacated. The Bankruptcy Court's Discovery Order dated June 30, 2011 is reversed, and the matter is remanded for further proceedings not inconsistent with the District Court's Opinion. The case before the District Court is, SNP BOAT SERVICE S.A., Appellant, v. HOTEL LE ST. JAMES, Appellee, Case No. 11-cv-62671- KMM (S.D. Fla.). A copy of the District Court's April 18, 2012 Order is available at http://is.gd/UlFVDifrom Leagle.com. SNP Boat Services is represented by: Charles M. Tatelbaum, Esq. James Henry Wyman, Esq. Esperanza Segarra, Esq. HINSHAW & CULBERTSON LLP One East Broward Blvd., Suite 1010 Ft. Lauderdale, FL 33301 Tel: 954-375-1133 Fax: 954-467-1024 E-mail: ctatelbaum@hinshawlaw.com jwyman@hinshawlaw.com esegarra@hinshawlaw.com Hotel Le St. James is represented by: Ceci Culpepper Berman, Esq. Scott A. Underwood, Esq. FOWLER WHITE BOGGS P.A. 501 E. Kennedy Boulevard, Suite 1700 Tampa, FL 33602 Tel: (813) 222-2031 Fax: (813) 229-8313 E-mail: cberman@fowlerwhite.com Scott.Underwood@fowlerwhite.com About SNP Boat Services Cannes, France-based SNP Boat Service SA aka Service Navigation De Plaisance Boat Service SA is a unit of the Rodriguez Group SA which makes luxury yachts. The Rodriguez Group owns 99.7% of SNP Boat. Adorno & Yoss, LLP, filed a Chapter 15 bankruptcy petition for SNP Boat (Bankr. S.D. Fla. Case No. 10-18891) on April 6, 2010 to seek recognition of SNP's restructuring in France and stop lawsuits by creditors in the U.S. Mark S. Roher, Esq., serves as counsel to the petitioner. The Debtor estimated assets and debts both ranging from $100 million to $500 million. SOLAR TRUST: Can't Sell Solar Projects, Chevron Says ---------------------------------------------------- Jake Simpson at Bankruptcy Law360 reports that a U.S. division of Chevron Corp. asked a Delaware bankruptcy court Wednesday to affirm its land rights in two California solar energy projects, saying its insolvent co-developer, Solar Trust of America LLC, cannot sell the projects free and clear of Chevron's interests in them. As reported in the April 11, 2012 edition of the TCR, the Debtors filed proposed auction procedures to sell the assets. Although no buyer is under contract, the company has said that an affiliate of NextEra Energy Inc. is a prospective buyer. Proposed sale procedures would permit NextEra to pay for the assets in exchange for debt financing the bankruptcy. Under the proposal, bids would be due on April 27, followed by an auction on April 30 and a May 2 hearing for approval of the sale. NextEra agreed to finance the bankruptcy reorganization with a $3.9 million term loan and an $18.4 million letter of credit facility. The NextEra financing requires approval of the sale by May 4. NextEra is parent of Florida Power & Light Co. About Solar Trust Solar Trust of America LLC, Solar Millennium Inc., and nine affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11136) on April 2, 2012. Solar Trust is a joint venture created by Solar Millennium AG and Ferrostaal AG to develop solar projects at locations in California and Nevada. Located in the "Solar Sun Belt" of the American Southwest, the project sites have extremely high solar radiation levels, and allow the Debtors' projects to harness high levels of solar power generation. Projects include the rights to develop one of the world's largest permitted solar plant facilities with capacity of 1,000 MW in Blythe, California. Two other projects contemplated 500 MW solar power facilities in Desert Center, California and Amargosa Valley, Nevada. Although the Debtors have obtained highly valuable transmission right and permits, each project is only in the developmental phase and does not generate revenue for the Debtors. Ferrostaal ceased providing funding two years ago and SMAG, due to its own deteriorating financial condition, stopped providing funding after December 2011. NextEra Energy Resources LLC has committed to provide a postpetition secured credit facility and has expressed an interest in serving as stalking horse purchaser for certain of the Debtors' assets. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. K&L Gates LLP is the special corporate counsel. Ridgecrest Solar Power Project, LLC, and two entities filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-11206) on April 10, 2012. Ridgecrest Solar, et al., are affiliates of Solar Trust of America LLC. STA Development, LLC, one of the debtors that filed for bankruptcy April 2, owns 100% of the interests in Ridgecrest, et al. Ridgecrest Solar Power estimated up to $50,000 in assets and debts. Ridgecrest Solar I, LLC, estimated up to $50,000 in assets and up to $10 million in liabilities. ST. JOSEPH: Fitch Affirms 'CCC' Rating on $18.3MM 1999 Bonds ------------------------------------------------------------ Fitch Ratings has affirmed the 'CCC' rating on the $18.3 million series 1999 bonds issued by the Rhode Island Health and Educational Building Corporation, on behalf of St. Joseph Health Services of Rhode Island (SJHS). SECURITY The bonds are secured by a pledge of SJHS gross receipts, real estate, and debt service reserve fund. KEY RATING DRIVERS WEAK FINANCIAL PROFILE: SJHS' financial profile is characterized by continued operating losses, extremely low liquidity, and inadequate debt service coverage. DECLINING UTILIZATION: Through September 2011 (draft audit) SJHS' inpatient admissions continued to decline totaling 8,226, down from 8,541 in fiscal 2010. Further, inpatient surgeries, outpatient surgeries, and emergency department visits all dropped from prior year levels. POOR SERVICE AREA CHARACTERISTICS: Located in Providence, Rhode Island, SJHS' service area is challenged by high unemployment, stagnant population growth, and below-average wealth indicators. LIGHT DEBT BURDEN: SJHS has a relatively light debt burden as maximum annual debt service (MADS) at $3.1 million represented 2% of total revenues in fiscal 2011. STRATEGIC PARTNERSHIP: SJHS, as part of CharterCARE Health Partners, is in the process of selecting an affiliate to form a strategic partnership with. Once finalized, Fitch will review the relationship's credit impact on SJHS. CREDIT PROFILE The rating affirmation at 'CCC' reflects SJHS' weak financial position, declining utilization trends, and unfavorable service area characteristics. In fiscal 2011, SJHS recorded an $11.7 million loss from operations (negative 7.5% operating margin), which marks the fourth consecutive year SJHS has had a sizable operating loss. Additionally, liquidity levels remained very weak as SJHS had $4.8 million in unrestricted cash and investments, which translated into 11.5 days cash on hand, 1.8 times (x) cushion ratio, and 27.3% cash to debt. SJHS' balance sheet metrics compare unfavorably against Fitch's 'Below Investment Grade' medians of 97.7 days, 5x, and 80.2%, respectively. Using a MADS of $3.1 million, SJHS had negative 1.01x coverage in 2011 and again violated its debt service covenant. Management entered into a forbearance agreement with the bond trustee on March 23, 2012 for the debt service covenant violation, and the agreement includes a day's cash on hand covenant to be measured semi-annually effective Sept. 30, 2012. Overall, the main driver behind SJHS' continued poor performance is the weak service area. A softened local service area economy is a drag on the organization's financial performance and management expects this trend to continue over the near term. Since SJHS' affiliation with Roger Williams Medical Center in 2010, various consolidation efforts have taken place, which have resulted in cost savings to the system. Management expects to see further consolidation of clinical services, which should yield more benefits. An independent consultant has been engaged to assist in identifying other revenue enhancement and cost savings opportunities. SJHS has a very conservative debt profile with 100% fixed rate bonds and no outstanding swaps. Located in Rhode Island, SJHS consists of 386-bed Our Lady of Fatima Hospital in North Providence, RI. In fiscal 2011, SJHS had $157.2 million in total revenue. SJHS covenants only to disclose annual audited financial information to EMMA. STEPHEN ALLEN WEST: Seeks to Close Bankruptcy Case -------------------------------------------------- Bankruptcy Judge Paul Mannes signed off on a stipulation between Stephen Allen West, Jr., and the U.S. Trustee for Region 4 extending through April 26, 2012, the time within which the U.S. Trustee may file any objection or other responsive pleading that he may have to the Debtor's Motion for an Order Administratively Closing Case Subject to Reopening for Entry of Discharge. The parties have not agreed to extend the time within which any creditor or any other party in interest may object to the Motion. A copy of the Stipulation and Consent Order dated April 18, 2012, is available at http://is.gd/esEwwQfrom Leagle.com. The Assistant U.S. Trustee may be reached at: Gerard R. Vetter Assistant U.S. Trustee Greenbelt, MD Tel: (301) 344-6216 Fax: (301) 344-8431 Email: gerard.r.vetter@usdoj.gov Stephen Allen West, Jr., in King George, Virginia, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 08-19180) on July 15, 2008, estimating $10 million to $50 million in assets and $50 million to $100 million in debts. Counsel to the Debtor is: Mary Joanne Dowd, Esq. ARENT FOX LLP 1050 Connecticut Avenue, N.W. Washington, DC Tel: (202) 857-6000 Fax: (202) 857-6395 E-mail: Dowd.mary@arentfox.com SUSTAINABLE ENVIRONMENTAL: To Be Acquired by Cancen for US$34.4MM ----------------------------------------------------------------- Sustainable Environmental Technologies Corporation entered into a non-binding letter agreement with Cancen Oil Canada Inc. Pursuant to the LOI, Cancen proposes to acquire all of the outstanding shares of common stock of the Company for an aggregate price of US$34.4 million, to be paid by Cancen in cash, or a mixture of cash and the issuance of common shares of Cancen. The legal structure of the Merger, and the assumption by Cancen of certain existing derivative rights to purchase or to be issued Company common stock, has yet to be finalized by the parties. Pursuant to the terms of the LOI, and until the termination of same, the Company has made certain "standstill" representations, warranties and covenants to Cancen, including not initiating or proposing any transaction conflicting with the Merger, and other customary representations, warranties and covenants in connection with its business and the Merger as discussed in the LOI. In the event the Company materially breaches its representations, warranties or covenants to Cancen in the LOI, and that breach causes a material adverse effect on the Company or the Merger, the Company accepts a third party merger proposal, or third party takeover proposal occurs and the Merger is not consummated, the Company shall pay Cancen $250,000. Alternatively, if Cancen decides to not proceed with the Merger, despite the conditions to Merger having been satisfied, Cancen will owe the Company the Breakup Fee. The proposed Merger is subject to certain conditions, including (i) satisfactory due diligence of the parties, (ii) a definitive Merger agreement being entered into by the parties, (iii) TSX Venture Exchange and other regulatory agency approval, (iv) approval of the boards of directors and shareholders of the parties, (v) Cancen entering into employment agreements with certain Company management, (vi) financing conditions of Cancen, and (vii) other customary conditions as discussed in the LOI. Unless extended by mutual written consent of the parties, the LOI will terminate on Sept. 30, 2012, or earlier, if terminated by the parties, by either party if not satisfied with due diligence of the other, or a regulatory authority has disallowed the Merger. About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. During the quarter ended Dec. 31, 2010, the Company incurred an operating loss from continuing operations before income taxes of $265,464. As of Dec. 31, 2010, the Company had a working capital deficit of approximately $2.3 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. The Company's balance sheet as of Dec. 31, 2011, showed $3.65 million in total assets, $3.09 million in total liabilities and $568,108 in total stockholders' equity. T-GREEN CARTING: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: T-Green Carting, LLC 81 Strickland Road Cos Cob, CT 06807 Bankruptcy Case No.: 12-50689 Chapter 11 Petition Date: April 15, 2012 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: William E. Carter, Esq. LAW OFFICE OF WILLIAM E. CARTER 1224 Mill Street, Building B East Berlin, CT 06023 Tel: (203) 630-1070 Fax: (203) 889-0242 E-mail: bankruptcy@carterlawllc.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ctb12-50689.pdf The petition was signed by Anthony Green, manager. T. & F. INCORPORATED: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: T. & F. Incorporated dba 4 Corners Diner P.O. Box 2345 Atlantic Beach, NC 28512 Bankruptcy Case No.: 12-02908 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $733,719 Scheduled Liabilities: $2,991,778 A copy of the Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb12-02908.pdf The petition was signed by Antoine Michel Ibrahim, president. TAHITIAN INN: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Jeff Harrington at Tampa Bay Times reports that Tahitian Inn has filed for Chapter 11 bankruptcy reorganization. The hotel owners vowed to stay open during the reorganization, with their 70-plus employees keeping their jobs. According to the report, Scott Underwood, Esq., an attorney with Fowler White Boggs representing Tahitian, said the mortgage dispute centered on funding for a six-figure capital improvement to the hotel's cafe and restaurant. Compounding the problem, Mr. Underwood said, was that the loan had been transferred between different entities and servicers a half-dozen times, a loan transfer trail covering nearly three pages. The report relates Mr. Underwood said the lender's servicer, LNR Partners LLC, was pursuing litigation against the hotel and was unresponsive to proposed resolutions. An LNR representative could not be reached late Wednesday afternoon. The report notes Tahitian has assets of about $10 million, and its primary secured debt is its $4.6 million first mortgage. In its filing, Tahitian did not list any single unsecured creditor owed more than $12,000, but Underwood said the largest unsecured expense will likely be employee wage claims. Joe Pupello is the owner and president of the inn. Tahitian Inn is a landmark South Tampa hotel popular among locals, politicians and tourists alike. TRAINOR GLASS: Gets Final Approval to Access FMB's DIP Facility --------------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized, on a final basis, Trainor Glass Company, dba Trainor Modular Walls, to access postpetition financing to pay expenses pursuant to a budget, and to use cash collateral of secured lender First Midwest Bank. The Troubled Company Reporter on April 2, 2012, reported that FMB is owed roughly $34 million in prepetition debt. It has committed to provide up to $300,000 in additional financing. According to the Debtor, it needs to use cash collateral and incur postpetition debt to prevent immediate and irreparable harm to its estate. Access to such monies will also enhance the possibility of maximizing the value of its estate. Under the DIP agreement, the postpetition debt is priced at 9% per annum, and will mature and be due payable in full by the Debtor on the termination date. The termination date is the earlier to occur of: -- the date on which the lender provides written notice to the Debtor's counsel and the Committee's counsel of the occurrence and continuation of an event of default; and -- April 12, 2012, if the final order is not entered in form and substance satisfactory to the lender. As adequate protection, the lender is granted replacement liens as security for payment of the prepetition debt. The replacement liens are (i) and will be in addition to the prepetition liens; (ii) will be deemed properly perfected, valid and enforceable liens without any further action by the Debtor; and (iii) will remain in full force and effect notwithstanding any subsequent conversion to Chapter 7 or dismissal of the case. The DIP financing is subject to carve-out but no portion of the carve-out may be used to pay any fees or expenses incurred by the Debtor including the Debtor, any committee of the carve-out professionals in connection with claims or cause of action adverse to the lender's interests. A full-text copy of the final order is available for free at http://is.gd/v7T9qu About Trainer Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. The Hon. Carol A. Doyle oversees the case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. The Debtor estimated both assets and debts of between $50 million and $100 million. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. TRIDENT MICROSYSTEMS: Gets OK to Expand Scope of FTI Employment --------------------------------------------------------------- Trident Microsystems, Inc., et al., obtained authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to expand the scope of employment of FTI Consulting, the Debtors' financial advisor. As reported by the Troubled Company Reporter on April 5, 2012, the Debtor sought the Court's permission to expand the scope of employment of FTI Consulting to include Andrew Hinkelman serving as CEO in the event the Debtors' motion authorizing entry into a consulting agreement with current CEO, Dr. Bami Bastani, is denied, or Mr. Bastani no longer serves as CEO. The Debtors will pay FTI Consulting hourly rates ranging from $280 to $730. About Trident Microsystems Sunnyvale, California-based Trident Microsystems, Inc., designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set-top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident then promptly sought for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. Union Square Advisors LLC serves as the Debtors' investment banker. PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and independent auditor. Kurtzman Carson Consultants is the claims and notice agent. Trident disclosed $310 million in assets and $39.6 million in liabilities as of Oct. 31, 2011. The Official Committee of Unsecured Creditors of Trident Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and Imperial Capital, LLC, as its investment banker and financial advisor. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Committee of Equity Security Holders. The Debtors won approval in March 2012 to sell its set-top box business to Entropic Communications Inc. for $65 million. TRIMURTI INVESTMENTS: Sec. 341 Creditors' Meeting on May 14 ----------------------------------------------------------- The U.S. Trustee in Orlando, Florida, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Trimurti Investments Inc. on May 14, 2012, at 10:00 a.m. at Orlando, FL (6-60) Suite 600, 135 West Central Blvd., 6th Floor. The last day to oppose discharge or dischargeability is July 13, 2012. Proofs of claims are due by Aug. 13, 2012. About Trimurti Investments Orlando, Florida-based Trimurti Investments Inc. acquires, develops and holds commercial real property located in Jacksonville, Orlando, and Apopka. Trimurti leases its properties out to long-term commercial tenants. Trimurti has acquired and currently holds nine commercial properties, five of which are currently leased to long-term tenants. Pragatiben Patel, who resides in the United Kingdom, owns 100% of Trimurti Investments. Trimurti Investments filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 12-05071) on April 17, 2012. Justin M. Luna, Esq., and Christopher R. Thompson, Esq., at Latham, Shuker, Eden & Beaudine, LLP. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Suketu Patel, vice president. UHF DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: UHF Development, LLC fdba UHF Development, Inc. 227 E. Front Street New Bern, NC 28560 Bankruptcy Case No.: 12-03009 Chapter 11 Petition Date: April 19, 2012 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub 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 Scheduled Assets: $2,464,047 Scheduled Liabilities: $6,567,965 A copy of the Company's list of its 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb12-03009.pdf The petition was signed by Hubert G. Tolson, III, manager. UNITED SALVAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: United Salvage & Auto USA, Inc. 11476 Highway 903 Halifax, NC 27839 Bankruptcy Case No.: 12-02910 Chapter 11 Petition Date: April 16, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $3,275,950 Scheduled Liabilities: $12,980,747 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/nceb12-02910.pdf The petition was signed by James Thomas Tart, Jr., president. UNITY VILLAGE: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Unity Village Shoppes, LP Route 30 & Sharky's Drive Latrobe, PA 15650 Bankruptcy Case No.: 12-22068 Chapter 11 Petition Date: April 20, 2012 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Carlota M. Bohm Debtor's Counsel: Jason P. Alter, Esq. Mark E. Freedlander, Esq. Scott E. Schuster, Esq. MCGUIRE WOODS LLP Dominion Tower, 23rd Floor 625 Liberty Avenue Pittsburgh, PA 15222 Tel: (412) 667-7928 Fax: (412) 667-6050 E-mail: jalter@mcguirewoods.com mfreedlander@mcguirewoods.com sschuster@mcguirewoods.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 six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pawb12-22068.pdf The petition was signed by John H. Odell, member of Warner Sturgis, LLC, sole member of UVS, LLC. US AIRWAYS: Significant Improvements Cue Fitch to Upgrade Ratings ----------------------------------------------------------------- Fitch Ratings has upgraded US Airways Group, Inc. (LCC) to 'B-' from 'CCC', and assigned an Issuer Default Rating (IDR) of 'B-' to US Airways, Inc. The Rating Outlook is Stable. Ratings apply to $1.1 billion of term loan debt and $179 million of convertible notes outstanding. The upgrade of LCC's ratings follows a period of significant improvement in the carrier's business model evidenced in recent traffic results, operating earnings and cash flow from operations over the past two years. While significant risks remain, Fitch believes LCC is in a better position to withstand a weak operating environment or higher fuel costs, and the company's credit profile has improved beyond what was implied in the prior rating. Other factors supporting the ratings include structural changes in the U.S. airline industry and LCC's relative cost position, including no defined benefit pension plan. Concerns include the company's unhedged fuel position, high debt levels, debt maturity schedule, low margins, volatile cash flow, labor uncertainty, and the cyclicality and event risk inherent in the airline industry. Current ratings and Outlook reflect the standalone credit quality of LCC, which has improved over the last two years and does not incorporate Fitch's assessment of the credit impact of potential consolidation in the industry including a potential merger with American Airlines (AMR) or another carrier. In 2011, LCC generated operating income of $452 million despite a $1.3 billion increase in fuel costs alone. While these results were weaker on a year-over-year basis, they are in stark contrast to 2008 when fuel spiked to similar levels, resulting in an operating loss of $606 million and LCC found itself in a liquidity crisis. While the macro environment has improved since 2008, the turnaround in profitability reflects a number of initiatives that LCC and the industry have implemented to transform the business, notably consolidation and capacity constraints that led to a firm pricing environment, ex-fuel cost control, ancillary revenue streams and a focus on profitable routes. With hubs in smaller cities, and a few international routes, LCC's network is not as robust as its legacy peers, limiting its ability to increase share of business travelers over time. However, LCC commands top market positions with dominating share in its local markets which enables the carrier to be the best option for many corporate accounts. For perspective, Charlotte (LCC's largest hub) is a relatively small city but a powerful hub with a lot of business traffic in a unique catchment area that can aggregate connecting traffic from several smaller cities in the area. Charlotte is the fourth most profitable hub in the U.S. and LCC is the number one carrier with a 56% share of that market. As part of a network overhaul initiated a couple of years ago, LCC has retrenched from non-core markets where it did not have a competitive advantage and redeployed capacity through its hubs. In December 2011, LCC closed on its asset swap with Delta Air Lines, Inc. (DAL) (after waiting for two years to get regulatory approval) whereby it received 42 round-trip slots at its focus airport Reagan Washington National (DCA), and the right to operate daily flights to Sao Paulo, Brazil in exchange for 132 round-trip slots at LaGuardia (LGA) which it divested to DAL. Once all the scheduled changes from this transaction take effect this summer, LCC will have nearly 99% of its capacity fly through its three hubs, DCA or through the Shuttle service, reflecting the full implementation of management's strategy. Notwithstanding its network limitations, LCC's mainline operations have posted leading traffic performance over the last several quarters. Specifically, LCC's passenger revenue per available seat mile (PRASM) has either tracked or outperformed the industry since the beginning of 2011. LCC's monthly PRASM gains of 7%-10% during the first quarter trailed Delta's (which has cut more capacity than its peers) double-digit increase but was ahead of others. The current booking environment remains solid, but Fitch expects monthly PRASM gains to moderate as the year progresses and year- over-year comparisons become tougher as fare increases this year have not kept pace with last year. That said, there have been fewer fare sales in 2012 and capacity remains constrained, which supports the yield momentum that LCC and the industry is currently experiencing. On the cost side, LCC maintains a non-fuel unit cost per available seat mile (CASM) advantage relative to its legacy peers, but is the only U.S. carrier that does not hedge for fuel costs. Management believes that hedging does not enable an airline to overcome these costs over the longer term given the persistent inflation of energy prices, and that the expensive premiums paid for managing its exposure erodes the cost advantage that the hedges deliver. For now, the strategy seems to be working as evidenced in updated guidance as LCC's average cost for jet fuel for the first quarter is actually lower than the hedged carriers and recent PRASM trends have also been favorable. In 2011, LCC was able to pass along 85% of higher fuel costs through higher fares, and an extension of industry capacity discipline should support continued yield gains. Nonetheless, Fitch views unhedged strategy as risky given the lack of downside protection in a potential fuel spike, especially when combined with a soft economy which would likely eradicate any pricing power. LCC's liquidity has also improved with unrestricted cash of $2 billion as of year-end 2011, which represents 15% of revenues. Fitch views LCC's liquidity to be weaker than its peers but adequate to withstand a moderate fuel or demand shock. Fitch expects LCC to be in compliance with its only financial covenant under its credit facility that requires the company to maintain a minimum unrestricted cash balance of $850 million. Fitch also expects LCC to be in compliance with the minimum liquidity requirements (undisclosed) under its unsecured, frequent flier miles purchase agreement with Barclays. The company has no revolving credit facility nor does it have many unencumbered assets. The airline's cash flow metrics have also improved in the past two years. Fitch forecasts (assuming very conservative PRASM and jet fuel assumption) modestly negative free cash flow (FCF) this year as a result of higher aircraft capital expenditures, but net of aircraft related financing FCF should be positive. LCC's aircraft capex budget is for necessary fleet renewal as the carrier replaces older, less fuel efficient aircraft with newer ones, rather than growth. LCC's capacity guidance for 1% growth this year reflects the higher seat count on its A321-200s which are expected to replace classic 737s in its current narrowbody fleet. Non-aircraft capex primarily reflects investments in Wi-Fi and enhancements to its business-class. Despite improving earnings and cash flow, LCC's debt levels remain high. LCC is also a heavy user of off-balance-sheet leases but Fitch expects LCC to own more of its aircraft over time. Total debt and capital leases at year-end 2011 stood at $4.6 billion with 91% of outstanding debt secured. Leverage (gross debt to EBITDA) in 2011 was 6.4 times (x) compared to 4.2x in 2010 and 9.8x in 2009. Lease adjusted leverage in 2011 was 7.4x compared to 6.2x in 2010 and 8.5x in 2009. Fitch estimates lease-adjusted leverage will improve with earnings this year, but it is expected to remain high at above 6x by year-end. LCC also has looming maturities in 2014 when $1.1 billion of its term loan matures and $172 million of convertible notes come due in May 2014. The notes could likely convert into shares given the recent gains in LCC's stock price, but the company has enough liquidity to pay it down. Fitch expects LCC to refinance the term loan well in advance of its maturity. Aircraft commitments will likely be debt-funded. LCC has backstop financing for all its single-aisle aircraft through 2015, but Fitch expects the airline to use the loan and/or capital markets or sale leaseback to finance its aircraft deliveries. Fitch notes that LCC is highly reliant on capital markets and external sources of liquidity. However, LCC maintains a solid standing in the markets and has had access to diverse sources of funding over the past several years. Importantly, management has shown willingness in the past, to pull different levers including issuing equity even at distressed levels to preserve the balance sheet. Access to capital markets is a very important consideration for LCC's current ratings as the carrier has very few unencumbered assets. The rating Outlook is Stable. A downgrade is unlikely absent a drastic and sustained fuel or demand shock that would become a liquidity event, with accompanying tightness in credit markets. Another positive action is also unlikely as LCC's liquidity and credit metrics are expected to remain stable through the course of the year. In Fitch's view, LCC's interest in acquiring AMR out of bankruptcy has no impact on current ratings or Outlook. No formal merger announcement has been announced, but LCC filed an 8-K this morning stating that it had reached an agreement on contract terms with major unions at AMR. This is a critical step that will support LCC's efforts to potentially acquire AMR in bankruptcy. If there were a merger announcement, Fitch would review its ratings and Outlook based on more details on synergies, labor negotiations, fleet plans and financing that are made public. Fitch views consolidation as a positive for the industry and a potential combination with AMR would likely strengthen LCC's network, and credit profile longer-term despite near-term challenges with integration. Timing is important as the deadline to submit a merger plan competing with AMR's plan of reorganization in court is coming up soon. Although AMR management wants to stay independent through the bankruptcy process, it cannot steer the company's ultimate fate, as the bankruptcy judge and the unsecured creditors committee (which includes representatives from the three major unions) are now in control. A potential combination while AMR is still in bankruptcy would enable LCC management to use the Chapter 11 process to maximize the potential of the merged entity, as it did when it acquired legacy US Airways in 2005. Fitch has taken the following ratings actions: US Airways Group, Inc -- IDR upgraded to 'B-' from 'CCC'; -- Senior Secured Term Loan due 2014 upgraded to 'BB-/RR1' from 'B+/RR1'; -- Senior Unsecured Convertible Notes due 2014 and 2020 upgraded to 'CC/RR6' from 'C/RR6'. US Airways Inc. -- Assigned an IDR of 'B-'. VELO HOLDINGS: Taps Alan M. Jacobs as Chief Restructuring Officer ----------------------------------------------------------------- Velo Holdings Inc., et al., ask for permission from the U.S. Bankruptcy Court for the Southern District of New York to employ AMJ Advisors LLC's Alan M. Jacobs as chief restructuring officer for Credit & Identity Theft Protection Business and Lifestyle and Shopping Business, nunc pro tunc to the Petition Date. Prior to the Petition Date, the Debtors marketed credit and identity theft protection programs directly to consumers through a business segment operated primarily by Debtor FYI Direct, Inc., and several of its non-debtor affiliates. In addition, prior to the Petition Date, certain of the Debtors and their non-debtor affiliates marketed lifestyle and shopping related programs that provide access to various consumer goods and services at discount rates using online and offline channels. The Debtors refer to the business as the "Lifestyle & Shopping Business"; and colloquially refer to that business together with the Credit & Identity Theft Protection Business as their "ACU Business". To maximize the value of the harvest transaction and to secure the consensual use of cash collateral and obtain postpetition lending, the Debtors determined to appoint a CRO for the ACU Business to lead the harvest transaction and the restructuring of the ACU Business' operations. The Debtors propose to pay AMJ for the services of the CRO a monthly fee of $75,000, plus reimbursement for any reasonable out- of-pocket disbursements, payable on the 10th day of the succeeding month after which services were performed upon presentment of a monthly invoice. Prior to the Petition Date, AMJ received a retainer in the amount of $150,000. AMJ and the Debtors are also in the process of negotiating a fee, which will be determined and payable in accordance with the Debtors' key employee incentive program applicable to the ACU Business, which the Debtors are also in the process of finalizing with the holders of the majority of the Debtors' first lien debt. In his role as CRO, Mr. Jacobs' responsibilities will include: a. supervising, directing and making final and binding decisions with respect to the Debtors' ACU Business and all aspects of the implementation and completion of the harvest of the ACU Business; b. providing final approval for all DIP Budgets and forecasts with respect to the ACU Business (other than line items for professional fees, which will be subject to Court approval and the terms and conditions of the Court's orders approving the Debtors' debtor-in-possession financing facility and use of cash collateral); and c. developing and implementing business and litigation strategies to maximize the value of the harvest of the ACU Business. Alan M. Jacobs, President of AMJ Advisors LLC, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee -------------------------------------------------------------- Tracy Hope Davis, U.S. Trustee for Region 2, under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Velo Holdings Inc., et al. The Creditors Committee members are: 1. TransUnion Interactive, Inc. 555 West Adams Street Chicago, Illionis 60661 Attention: Richard S. Siegel, General Counsel Tel: (312) 985-2373 Fax: (312) 466-6815 2. One Technologies, L.P. 8144 Walnut Hill Lane, Suite 600 Dallas, Texas 75231 Attention: Fred Loeber, General Counsel Tel: (469) 916-1700 Fax: (469) 916-1707 3. Trulia, Inc. 116 New Montgomery Street, Suite 300 San Francisco, California 94105 Attention: Scott Darling, General Counsel Tel: (415) 748-3717 Fax: (866) 658-4763 About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: Asks for Court OK to Hire Dchert as Bankr. Counsel ----------------------------------------------------------------- Velo Holdings Inc., et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ and retain Dechert LLP as global bankruptcy and restructuring counsel nunc pro tunc to the Petition Date. Dechert will advise on the conduct of the Debtors' Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11, for these rates: Partners and Counsel $570-$1,060 Associates $395-$685 Paraprofessionals $145-$315 During the 12 month period prior to the commencement of these cases, Dechert received an aggregate of $3,067,643.81 (including an advance retainer) for professional services performed and reimbursement of expenses incurred in connection with Dechert's representation of the Debtors. Within the 90 days prior to the Petition Date, Dechert received approximately $2,106,483.13 from the Debtors. As of the Petition Date, Dechert holds approximately $375,000 of an advance retainer, subject to continuing reconciliation. This retainer has not been fully exhausted since the initial deposit was made on Dec. 9, 2011. Dechert will apply the Retainer to any outstanding amounts relating to the period prior to the Petition Date which were not processed through Dechert's billing system as of the Petition Date, and to retain the balance on account of services rendered and expenses incurred subsequent to the Petition Date, for application upon entry of any final fee application granted in these cases. Michael J. Sage, Esq., a partner at Dechert, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: Wants to Hire Epiq Bankr. as Administrative Advisor ------------------------------------------------------------------ Velo Holdings Inc., et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Bankruptcy Solutions, LLC, as administrative advisor, nunc pro tunc to the Petition Date. Epiq will, among other things: a. assist with the solicitation, balloting, tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization; b. gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; c. generate, provide and assist with claims reports, claims objections, exhibits, claims reconciliation, and related matters; and d. manage any distributions pursuant to a confirmed plan of reorganization. Epiq will, as set forth in its services agreement with the Debtors, charge these hourly rates for its professional services: Clerk $40-$60 Case Manager $95-$145 IT/Programming $140-$190 Senior Case Manager/Consultant $165-$220 Senior Consultant $225-$275 Vice President $295 A copy of the Services Agreement is available for free at: http://bankrupt.com/misc/VELO_HOLDINGS_epiq.pdf Jennifer M. Meyerowitz, Esq., Vice President and Senior Consultant of Epiq, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VELO HOLDINGS: Taps Quinn Emanuel as Special Counsel ---------------------------------------------------- Velo Holdings Inc., et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Quinn Emanuel Urquhart & Sullivan, LLP, as special counsel, nunc pro tunc to April 2, 2012. The Debtors retained Quinn Emanuel prior to the Petition Date to assist them with matters relating to their merchant processor, Chase Paymentech, LLC, and Visa, Inc. Quinn Emanuel has continued to render services postpetition to the Debtors in connection with issues relating to Paymentech and Visa. Quinn Emanuel will also represent the Debtors with respect to other matters where their primary counsel, Dechert, LLP, has a conflict. To avoid duplication of effort, Quinn Emanuel will continue to work with Dechert to ensure non-duplicative and efficient representation of the Debtors. Quinn Emanuel will be paid $810-$1075 per hour for services provided by its partners, while services provided by its other attorneys, including counsel positions, will be paid $430-$900 per hour. Quinn Emanuel will charge $290-$350 per hour for services provided by its legal assistants. To the best of the Debtors' knowledge, Quinn Emanuel is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. VOXELOGIX CORP: Dental Firm Files for Chapter 11 Bankruptcy ----------------------------------------------------------- William Pack, writing for San Antonio Express-News, reports that Voxelogix Corp. filed for Chapter 11 bankruptcy protection on April 17 in San Antonio, Texas. The company said it had been hurt by the down economy and lacked the financial resources it needed to grow. The report relates Voxelogix claimed no assets and nearly $636,000 in liabilities. Voxelogix developed a dental procedure called NeXsmile, which involved taking a 30-second CT scan of a patient's mouth and using the data to devise a plan to replace missing or failing teeth with titanium implants. WESTCLIFF MEDICAL: Deal Resolving Phadia US's Claim Approved ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California approved a stipulation resolving creditor Phadia US, Inc.'s claims; and objection to the confirmation of Westcliff Medical Laboratories, Inc.'s First Amended Liquidating Plan of Reorganization. The stipulation provides that, among other things,: -- the Scheduled Claims are deemed to be disallowed; -- Claim No. 49 is deemed to be allowed as an administrative reclamation claim in the amount of $58,011 pursuant to Section 503(b)(9) of the Bankruptcy Code and will be paid in full on the effective date of the Plan pursuant to the terms of the Plan; -- Claim No. 50 is deemed to be allowed as a general unsecured claim in the amount of $63,965 and will be treated in accordance with the terms of the Plan; -- Claim No. 51 is deemed to be allowed as a general unsecured claim in the amount of $89,851 and will be treated in accordance with the terms of the Plan; -- all other claims of Phadia against the Debtors and their bankruptcy estates are deemed to be disallowed in their entirety; and -- Phadia's objection to the Plan is hereby to be withdrawn. On Jan. 25, 2012, Phadia objected to the Debtor's Plan because, among other things, the Plan misclassifies and mischaracterizes Phadia's claims. WPCS INTERNATIONAL: Multiband Discloses 9.9% Equity Stake --------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Multiband Corporation disclosed that, as of April 19, 2012, it beneficially owns 694,271 shares of common stock of WPCS International Incorporated representing 9.98% based upon 6,954,766 shares of the Company's common stock issued and outstanding as of March 12, 2012, as stated on the Company's Form 10-Q for the period ended Jan. 31, 2012. A copy of the filing is available for free at http://is.gd/hIFj8w About WPCS International Exton, Pennsylvania-based WPCS International Incorporated provides design-build engineering services that focus on the implementation requirements of communications infrastructure. The Company provides its engineering capabilities including wireless communication, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. As reported by the TCR on Dec. 8, 2011, WPCS International and its United Stated based subsidiaries, previously entered into a loan agreement, dated April 10, 2007, as extended, modified and amended several times, with Bank of America, N.A. The Company is seeking alternative debt financing and has conducted discussions with other senior lenders to replace the Loan Agreement. The Company may not be successful in obtaining alternative debt financing or additional financing sources may not be available on acceptable terms. If the Company is required to repay the Loan Agreement, the Company has sufficient working capital to repay the outstanding borrowings. The Company reported a net loss attributable to WPCS of $12.02 million for the nine months ended Jan. 31, 2012, compared with a net loss attributable to WPCS of $9.80 million for the same period during the prior year. The Company's balance sheet at Jan. 31, 2012, showed $37.69 million in total assets, $23.21 million in total liabilities, and $14.48 million in total equity. YRC WORLDWIDE: Wants to Amend Credit Agreement with JPMorgan ------------------------------------------------------------ YRC Worldwide Inc. is seeking to amend its Amended and Restated Credit Agreement dated as of July 22, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, National Association as administrative agent. The Company is requesting, among other things, to reset the covenants regarding minimum Consolidated EBITDA, maximum Total Leverage Ratio and minimum Interest Coverage Ratio for each of the remaining test periods, including reducing the relevant compliance thresholds for Consolidated EBITDA and the Interest Coverage Ratio by an average of approximately 25 - 35% and 30 - 40%, respectively, and increasing the relevant compliance thresholds for the Total Leverage Ratio by an average of approximately 35 - 55%. YRCW Receivables LLC, a wholly-owned subsidiary of the Company is seeking to amend its Credit Agreement dated as of July 22, 2011, by and among the ABL Borrower, the Company as servicer, the lenders a party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The ABL Borrower is requesting, among other things, to reset the Company's minimum Consolidated EBITDA in a manner identical to the proposed amendment of minimum Consolidated EBITDA in the Term Credit Agreement. Since October 2011, when the Company's new management team approved its first forecast, the Company has exceeded its forecasted adjusted Consolidated EBITDA in the aggregate. The Company is continuing to execute against both qualitative and quantitative objectives included in its business plan and forecast. There are no assurances that the Company and ABL Borrower will be successful in their negotiations with the Lenders and the ABL Lenders, respectively. Each of these amendments requires the approval of the respective lenders owning a majority of the outstanding borrowings thereunder. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. The Company reported a net loss of $354.41 million in 2011, a net loss of $327.77 million in 2010, and a net loss of $619.47 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion in total assets, $2.84 billion in total liabilities and a $358.61 million total shareholders' deficit. For 2011, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. KPMG LLP, in Kansas City, Missouri, noted that the Company has experienced recurring net losses from continuing operations and operating cash flow deficits and forecasts that it will not be able to comply with certain debt covenants through 2012. * * * In January 2011, Standard & Poor's Ratings Services placed its 'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch developing. At the same time, S&P is withdrawing the existing issue level ratings on Yellow Corp.'s senior unsecured debt, given the negligible amounts outstanding. "The ratings on Overland Park, Kan.-based YRCW reflect its near- term liquidity challenges, meaningful off-balance-sheet contingent obligations related to multiemployer pension plans, as well as its participation in the competitive, capital-intensive, and cyclical trucking industry," said Standard & Poor's credit analyst Anita Ogbara. "YRCW's substantial (albeit deteriorating) market position in the less-than-truckload (LTL) sector, which has high barriers to entry, partially offsets these characteristics. We characterize YRCW's business profile as weak, financial profile as highly leveraged, and liquidity as weak." In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the agreed debt restructuring which will result in losses for certain existing debt holders. In a related action Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest but critical improvements in the company's credit profile that should result from its recently-completed financial restructuring. The positioning of YRCW's PDR at Caa2\LD reflects the completion of an offer to exchange a substantial majority of the company's outstanding credit facility debt for new senior secured credit facilities, convertible unsecured notes, and preferred equity, which was completed on July 22, 2011. As reported by the TCR on May 5, 2011, Fitch Ratings downgraded YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior unsecured rating affirmed at 'C/RR6'. In addition, Fitch has removed YRCW's ratings from Rating Watch Negative. Fitch said that although it appears increasingly likely that the company will successfully complete the restructuring, until the transactions constituting the restructuring close, which is not anticipated until late July 2011, there exists a potential for the transaction to fail, in which case Fitch expects the company would be forced to file for Chapter 11 bankruptcy protection. * Bankruptcy Leaders Call for Chapter 11 Overhaul: ABI ------------------------------------------------------ American Bankruptcy Institute reports that the 34-year-old Bankruptcy Code does not fit the modern and complex business world, and industry professionals have assembled in the form of ABI's Bankruptcy Commission to try to rebalance some of the rules in a way that could make it easier for companies to use the chapter 11 process to stay alive and save jobs. * Moody's Says Risks Remain for US Homebuilding Sector in 2012 -------------------------------------------------------------- The outlook for the US Homebuilding sector is stable, with revenues set to continue to grow on stronger deliveries during the next 12 to 18 months, but increased foreclosure rates will depress home prices and restrain homebuilders' margins, says Moody's Investors Service in its outlook update on the sector. "Although homebuilder revenues are expected to rise by more than 10% in 2012 on the back of bigger volumes, Moody's still maintains a stable outlook," said Joseph Snider, a Moody's Vice President -- Senior Credit Officer. "Pressures from a rise in foreclosures and declining house prices will dampen homebuilder operating profits even as homebuilders sell more units." Moody's says good liquidity and resilience will help homebuilders MDC Holdings (Baa3 stable), Toll Brothers (Ba1 stable), D.R. Horton (Ba2 stable) and Lennar (B1 positive). But Hovnanian Enterprises (Caa2 negative), Beazer Homes USA (Caa2 stable) and Orleans Homebuilders (Caa1 stable) have weaker liquidity and may struggle to gain traction. The better-positioned homebuilders are taking market share from smaller local and regional builders, says Moody's, with a greater- than-10% growth rate among rated companies that will outperform Moody's expectation of 7% growth industry-wide. Moody's projects 330,000 new home sales in 2012, compared to 307,000 in 2011. Moody's industry outlooks reflect the rating agency's expectations for fundamental business conditions in the industry over the next 12 to 18 months. * Reference Withdrawn When Plan Already Confirmed --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a district judge in New Jersey ruled in substance last week. When a Chapter 11 plan has been confirmed and a creditors' trust is suing, there is less reason for allowing the suit to remain in bankruptcy court. According to the report, the trustee for the creditors' trust filed a lawsuit containing bankruptcy-related claims such as preference and fraudulent transfer and state-law based claims like civil conspiracy, fraud and conversion. The report relates that U.S. District Judge Dennis M. Cavanaugh in Newark, New Jersey, said that the suit had both core and noncore claims. As grounds for removing the suit from bankruptcy court, he said that the outcome of the case "will not affect the administration of the bankruptcy plan" which had already been implemented. Judge Cavanaugh, the report adds, said it would also be a more economical use of judicial resources to avoid having the bankruptcy judge issue proposed findings for review in district court. Similarly, it would be more economical use of resources for the bankruptcy judge to "administer the estate" while he tries the lawsuit. The case is Calascibetta v. Penson Financial Services Inc., 11-07222, U.S. District Court, District of New Jersey (Newark). * U.S. Senate Extends 30 Temporary Bankruptcy Judgeships -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Senate passed a bill on April 19 to extend the tenure of 30 temporary bankruptcy judgeships around the country. Democratic Senators Charles Schumer from New York and Chris Coons from Delaware said in an conference call it wasn't clear whether the bill will restore one bankruptcy judgeship in Manhattan that was lost with the retirement of Bankruptcy Judge Arthur J. Gonzalez on March 1. The House already passed a similar version of the bill, according to the report. Senator Coons said he "hopes" the bill will speed through the House by unanimous consent, as it did in the Senate last week. The report relates that the country's federal bankruptcy courts are facing crisis because 30 of the 351 judgeships are on temporary status. As a result, any judge who retires or dies can't be replaced unless the extension bill is passed. A prior extension of the 30 temporary judgeships expired last year. In addition to one slot in New York, a judge in New Hampshire retired and can't be replaced. Senator Schumer said that the Administrative Office of the U.S. Courts will have responsibility for interpreting the bill and deciding if it permits refilling slots that had been vacated, such as those in New York and New Hampshire. Senator Schumer said he will "weigh in" with the Administrative Office and urge a favorable interpretation. Mr. Rochelle recounts that in December, the House passed H.R. 1021 extending the temporary judgeships for five years. Later in December, the Senate Judiciary Committee reported out an identical bill to prevent the nation's bankruptcy courts from shrinking. The Senate was unable to pass the bill because of disagreement over how to pay for the 30 judgeships. The logjam in the Senate was broken by agreement to impose a $167 surcharge on every Chapter 11 filing to pay the estimated $16 million annual cost of the temporary slots, Senator Coons said in the call. Senator Coons, a Democrat, said the Senate version of the bill was identical to the House's except for the mechanism to pay for the slots. Before the surcharge, the filing fee for a Chapter 11 petition is $1,046. Senator Coons said the bill passed the Senate with support from both parties. The Senate passed a revised version of H.R. 1021. Unless the judgeships are renewed, Delaware ultimately will be the hardest hit because five of the six judgeships are on temporary status. No judge in Delaware is currently scheduled to leave the bench. Absent passage of the bill, 14 states and Puerto Rico will lose judges with each retirement and resignation. The Central District of California, which includes Los Angeles, would lose three, as would Maryland. Apart from two judges lost in Puerto Rico and the Southern District of Florida, including Miami and Fort Lauderdale, all other districts would drop one judge. * Adam Paul Among Law360's Top Bankruptcy Attorneys Under 40 ------------------------------------------------------------ Ian Thoms at Bankruptcy Law360 reports that Kirkland & Ellis LLP's Adam Paul has established a name for himself as a tireless and skilled bankruptcy practitioner whose work on complex reorganizations, like representing W.R. Grace & Co. in its asbestos-related Chapter 11 case, has earned him a spot on Law360's list of the top five bankruptcy attorneys under 40. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($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. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***