/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120620.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 20, 2012, Vol. 16, No. 170 Headlines 1701 COMMERCE: Court OKs John P. Lewis as Bankruptcy Counsel 10717 LLC: Wants to Hire Barbanti to Market New York Property 10717 LLC: Committee Retains Ira Abel as Attorney 10717 LLC: Court Approves Rosenberg as Bankruptcy Counsel 450 HAY: Owner Seeks City's Permission to Demolish Vacant Hotel ALT HOTEL: BMC Group Approved as Voting Tabulation Agent ALT HOTEL: Taps LW Hospitality to Appraise Allerton Hotel AMERICAN AIRLINES: Seeks to Reject Chicago Ground Lease AMERICAN AIRLINES: Court Appoints Robert Keach as Fee Examiner AMERICAN AIRLINES: Seeks to Expand E&Y Work AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating AMERICAN ARCHITECTURAL: Case Summary & Creditors List ANTS SOFTWARE: Frank Kautzmann Named COO and CTO ARLIN GEOPHYSICAL: Sec. 341 Creditors' Meeting Today AMERICAN DEFENSE: Armor Offers to Purchase $1.5MM Common Shares APOLLO MEDICAL: Delays Form 10-Q for April 30 Quarter ATRINSIC INC: Files for Chapter 11 With Plan BALL GROUND: RRDA Meeting Set to Discuss Chapter 11 Case BALL GROUND: Sec. 341 Creditors' Meeting Set for June 28 BEHRINGER HARVARD: Unit Transfers 39 Condominiums to Westdale BICENT HOLDINGS: Files Schedules of Assets and Liabilities BICENT HOLDINGS: Taps Scotia Capital as Financial Advisor BMF INC: Plan Offers 20% for Unsecured Creditors in 7 Years BROADCAST INTERNATIONAL: Donald Harris Named to Board BROADVIEW NETWORKS: Moody's Cuts CFR to 'Caa2'; Outlook Negative CABRINI MEDICAL: Retired Doctors Can't Pursue Alter-Ego Claims CAPITOL BANCORP: Ronald Sable Resigns from Board of Directors CAPSALUS CORP: Withdraws Form 15 Notification with SEC CIRCUS AND ELDORADO: Has Final OK to Hire KCC as Claims Agent CIRCUS AND ELDORADO: Committee Wants to Hire LSC as Nevada Counsel CIRCUS AND ELDORADO: Committee Taps Stutman as Bankr. Counsel CIRCUS AND ELDORADO: Cash Use Hearing Delayed to June 25 CIRCUS AND ELDORADO: U.S. Trustee Forms 3-Member Creditors Panel CLARE AT WATER: DIP Lender Paid in Cash from Assets Sale CLARE OAKS: DIP Loan's Auction Deadline Extended to Aug. 14 CLEARWIRE CORP: 12 Directors Elected at Annual Meeting COLONIAL BANCGROUP: Execs to Pay $2.5MM to Settle ERISA Claims COMARCO INC: Incurs $712,000 Net Loss in April 30 Quarter CONQUEST AIR: Court Limits Attachment of Tax Liens COUDERT BROTHERS: Creditors Oppose Immediate Appeal on Fees CROSSOVER FINANCIAL: Court Yet to Decide on Case Dismissal Plea CRYSTALLEX INT'L: Appellate Court Affirms DIP Loan Approval DELBERT HODGE: Court Clarifies Plan Payments to BankUnited DELTRON INC: Common Stock No Longer Trades on OTCQX DEWEY & LEBOEUF: Issue on Unfinished Work in Coudert Case DIAMOND BEACH: Court OKs Employment of Hoover Slovacek as Counsel DIAMOND BEACH: International Bank Seeks Chapter 11 Case Dismissal EAST HARLEM: Plan of Reorganization Wins Court Confirmation EMPIRE LAND: Former CEO, Attorneys Escape Sanctions in Ch. 7 Row ENERGY CONVERSION: Solar Business Assets Auction on June 26 ENERGY CONVERSION: Committee Balks at Alwitra-Led Bidding Process ENERGY CONVERSION: Committee Balks at Equipment Auction Rules FIRSTFED FINANCIAL: FDIC Objects to Disclosure Statement GAC STORAGE: Bank of America Wants San Tan Case Dismissed GENERAL AUTO BUILDING: North Park to Invest $400,000 Under Plan GETTY PETROLEUM: Committee Can Hire KCC as Solicitation Agent GIBRALTAR KENTUCKY: Hearing Tomorrow on More Plan Exclusivity GREGORY EVERETT: George Tate Barred From Representing Debtors GW PARTNERS: Peachtree Wants to Prohibit Use of Cash Collateral GW PARTNERS: Fifth Third Bank Seeks to Dismiss Chapter 11 Case HALO WIRELESS: 5th Circ. Upholds Firm's Chapter 11 Stay Exemptions HARBORSIDE 17: Bridgeton, NC Marina and Club Owner in Chapter 11 HARBORSIDE 17: Case Summary & 12 Largest Unsecured Creditors HAWKER BEECHCRAFT: Committee Taps FTI as Financial Advisor HAWKER BEECHCRAFT: Panel Taps Kurtzman Carson as Information Agent HD SUPPLY: Unit Agrees to Acquire Peachtree Business Products HOSTESS BRANDS: Files Schedules of Assets and Liabilities HOUGHTON MIFFLIN: U.S. Trustee Faults Releases in Plan HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Administrative Agent HOUGHTON MIFFLIN: Can Hire Paul Weiss as Bankruptcy Attorneys HWI GLOBAL: Files for Chapter 7 Liquidation ICG REAL ESTATE: Files List of 10 Largest Unsecured Creditors IMPERIAL PETROLEUM: Reports $1-Mil. Net Income in April 30 Qtr. INTELLICELL BIOSCIENCES: To Issue 7MM Common Shares Under Plan INTERNATIONAL ENVIRONMENTAL: Sec. 341 Creditors' Meeting on July 6 JASMINE AT ORLANDO: Voluntary Chapter 11 Case Summary JESCO CONTRUCTION: Taps Attorneys for Illinois FEMA Litigation KMART CORP: Michigan Appeals Court Revives Legal Malpractice Suit KV PHARMACEUTICAL: Incurs $102.3 Million Net Loss in Fiscal 2012 LANDAMERICA FINANCIAL: Insurers to Pay $36 Mil. Over D&O Claims LANTERN PARTNERS: Sec. 341 Creditors' Meeting Set for July 10 LARSON LAND: Sec. 341 Creditors' Meeting Set for June 22 LARSON LAND: Proposes DIP Financing Agreement With Ontario-ConAgra LEE BRICK: Case Summary & 20 Largest Unsecured Creditors LEONARD ALBANESE: Guarantee Lawsuits Cue Chapter 11 Bankruptcy LUMBER PRODUCTS: Ch. 11 Trustee Can Sell Assets to Rugby-LP, LLC M WAIKIKI: Files Fourth Amended Reorganization Plan MCM RESORT: Bankruptcy Filing Blocks Foreclosure Auction MERCED FALLS: Court Confirms Plan Co-Proposed by American AgCredit MONTANA ELECTRIC: Performance 'Improved', Investors Eyed MSR RESORT: Extends Plan Filing Deadline Until June 28 NET ELEMENT: Files Copy of Agreement & Plan of Merger NEW CENTURY MORTGAGE: Tex. App. Ct. Rules on Homeowners' Suit NEW STREAM: 2nd Amended Plan of Reorganization Declared Effective NEWPAGE CORP: Creditors Disagree on How to Break Ch. 11 Deadlock NORTHSTAR AEROSPACE: Meeting to Form Creditors' Panel on June 25 NORTHSTAR AEROSPACE: Case Summary & 30 Largest Unsecured Creditors NOVASOLAR INC: Thin-Film Solar Manufacturer in Chapter 11 OPPENHEIMER PARTNERS: Plan Confirmation Hearing on August 9 PHILADELPHIA ORCHESTRA: DIP Financing Access Extended to Dec. 31 PRESIDENTIAL REALTY: Unit Borrows $500,000 from Country Bank PRINCE SPORTS: Creditors Object to Brand Deal, Chapter 11 Plan QUANTUM CORP: Incurs $8.8 Million Net Loss in Fiscal 2012 REAL MEX: Taps Deloitte FAS to Continue CRG Partners' Work RG STEEL: Asset 'Fire Sale' Only Benefits Owners, Creditors Say RLD INC: Creditor Exchange Bank Wants Plan Confirmation Denied RTW PROPERTIES: Federal Income Tax Lien Dispute Cues Bankruptcy RTW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors SAAB CARS: Rejects CLS Logistics Services Agreement for Parts Sale SAAB CARS: Taps PricewaterhouseCoopers LLP as Tax Accountants SADLER CLINIC: Case Summary & 20 Largest Unsecured Creditors SAGE PHYSICIAN: Bankruptcy Stays Ergen Revocable Trust's Suit SAND TECHNOLOGY: Cuts 18 Positions to Reduce Costs SEARCHMEDIA HOLDINGS: Fails to Comply With NYSE Equity Standards SEQUOIA PARTNERS: Hires CBRE as Real Estate Appraiser SMF ENERGY: Has Final Authority to Use Cash Collateral SMI NEW HOME: Kentucky Appeals Court Affirms Sale Order SOUTH SIDE HOUSE: Postpetition Rent Belongs to Estate SOUTHERN PRODUCTS: Incurs $1.5 Million Net Loss in Fiscal 2012 SOUTHERN UNION: Fitch Says New Holding Company Favors ETP SPEEDEMISSIONS INC: Has $2MM Credit Agreement with TCA Global STRATEGIC AMERICAN: Reports $73,000 Net Income in April 30 Qtr. THORNBURG MORTGAGE: Ms. Chavez?Ruark Withdrawn as Panel's Counsel TOWNSEND CORP: Court OKs Sale Protocol, Minimum Bids Set at $5MM TRANS-LUX CORP: Andrew Aldrich Resigns as Chief Strategy Officer U.S. EAGLE: Creditors Committee Reserves Right to Object to Plan U.S. FIDELIS: Court Approves Greensfelder as WARN Act Counsel VUZIX CORPORATION: Completes Sale of Tactical Display Group W.R. GRACE: Dist. Court Overrules Objections to Plan W.R. GRACE: Wins Approval of 2012 Long-Term Incentive Plan W.R. GRACE: Anderson Hospital Wants Relief From Plan Order W.R. GRACE: Judge Approves $19.5MM Settlement With Libby Claimants WESTERN POZZOLAN: Files Schedules of Assets and Liabilities WVSV HOLDINGS: Trustee Unable to Appoint Creditors' Committee WVSV HOLDINGS: Wants to Hire Cooley for Ariz. High Court Review ZURVITA HOLDINGS: Incurs $1.2-Mil. Net Loss in April 30 Quarter * Small Banks Put Up "For Sale" Sign, WSJ Reports * One Exchange Launches Bankruptcy Claims Online Trading Platform * Upcoming Meetings, Conferences and Seminars ********* 1701 COMMERCE: Court OKs John P. Lewis as Bankruptcy Counsel ------------------------------------------------------------ The Bankruptcy Court authorized 1701 Commerce, LLC, to employ John P. Lewis, Jr. as its Chapter 11 counsel. Mr. Lewis' hourly rate is $300. He has received a retainer of $30,000, paid by the Debtor to secure the fees, costs, and expenses that may be allowed by the Court. About 1701 Commerce 1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was previously named Presidio Ft. Worth Hotel LLC, but changed its name to 1701 Commerce LLC, prior to the petition date to reduce and minimize any potential confusion relating to an entity named Presidio Fort Worth Hotel LP, an unrelated and unaffiliated partnership that was the former owner of the hotel property owned by the Debtor. 1701 Commerce LLC is a Nevada limited liability company whose members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are managed by Richfield Hospitality Group, an independent management company that is not affiliated with the Debtor or any of its members. 1701 Commerce LLC owns and operates a full service "Sheraton Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor also operates a Shula's steakhouse at the Hotel. Judge D. Michael Lynn presides over the bankruptcy case. The Law Office of John P. Lewis, Jr., represents the Debtor. The Debtor disclosed $71,842,322 in assets and $44,936,697 in liabilities. 10717 LLC: Wants to Hire Barbanti to Market New York Property ------------------------------------------------------------- 10717 LLC seeks permission from the Bankruptcy Court to employ Barbanti Group as its real estate broker to sell an 18 acres of real property in the Town of Thompson, Sullivan County, New York. The Debtor believes retaining the Barbanti Group to market and serve as the realtor will benefit the estate because of its experience and knowledge of the Sullivan County market and expertise in selling commercial property. Barbanti Group has agreed to accept a commission of 3% of the sales price, which the Debtor believes to be reasonable. Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012. 10717 LLC says it has total assets of $14.0 million and total debts of $14.35 million. It owns 18 acres of land in the town of Thompson, Sullivan County, New York. The property secures a $1.3 million debt. Judge Jerome Feller presides over the case. The Debtor is represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn. The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and Isiah Milian to the Official Committee of Unsecured Creditors. 10717 LLC: Committee Retains Ira Abel as Attorney ------------------------------------------------- The Official Committee of Unsecured Creditors of 10717 LLC sought and obtained permission from the Bankruptcy Court to retain the law office of Ira R. Abel, Esq., as its bankruptcy counsel. In addition to acting as primary spokesmen for the Committee, it is expected that the Firm will, without limitation, assist, advise and represent the Committee with respect to: (a) the administration of this case and the exercise of oversight with respect to the Debtor's affairs, including all issues in connection with the Debtor, the Committee or this case; (b) prepare on behalf of the Committee necessary applications, motions, memoranda, orders, reports and other legal papers or pleadings; and (c) negotiate and evaluate debtor-in-possession financing and any other potential financing alternatives. Mr. Abel, as the sole member of the Firm, will be the professional responsible for providing services to the Committee. His billing rate is $420 per hour. It is the firm's policy to charge its client for all expenses including, among other things, computerized research, filing fees, photocopying charges and travel. To the best of the Committee's knowledge, the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012. 10717 LLC says it has total assets of $14.0 million and total debts of $14.35 million. It owns 18 acres of land in the town of Thompson, Sullivan County, New York. The property secures a $1.3 million debt. Judge Jerome Feller presides over the case. The Debtor is represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn. The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and Isiah Milian to the Official Committee of Unsecured Creditors. 10717 LLC: Court Approves Rosenberg as Bankruptcy Counsel --------------------------------------------------------- The Bankruptcy Court authorized 10717 LLC to employ Bruce Weiner, Esq., and the law firm of Rosenberg Musso & Weiner LLP, as counsel. The Debtor has provided the firm a $5,000 retainer fee. Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012. 10717 LLC says it has total assets of $14.0 million and total debts of $14.35 million. It owns 18 acres of land in the town of Thompson, Sullivan County, New York. The property secures a $1.3 million debt. Judge Jerome Feller presides over the case. The Debtor is represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn. The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and Isiah Milian to the Official Committee of Unsecured Creditors. 450 HAY: Owner Seeks City's Permission to Demolish Vacant Hotel --------------------------------------------------------------- Michael Futch at fayobserver.com reports that John Chen, owner of the vacant Hotel Prince Charles, has filed a request with the city to demolish the historic downtown property, though a federal bankruptcy judge would have to sign off on the plan. According to the report, Bruce Daws, the city's historic properties manager, received owner Mr. Chen's application to tear down the Prince Charles last week. Mr. Daws said he has forwarded the request to Brian Meyer, an assistant city attorney, who will respond based on the legal standing of the property in bankruptcy. "In terms of demolition," the report quotes Mr. Meyer as saying, "he can submit that to the city for it to get approval from the Historic Resources Commission. Because of the bankruptcy, he can't actually do the demolition until he gets approval from the U.S. Bankruptcy Court. They have to approve of any disposal of property." The report notes the Prince Charles has remained shuttered since the Fall of 2010 when the city fire marshal forced the evacuation of tenants, many of whom were renting by the month. The building's power and water are turned off, which the city says poses a fire hazard. Inspectors restricted pedestrian access in front of the Hay Street building after pieces of the exterior concrete facade crumbled to the sidewalk. The report adds the city sought the auction to collect on a $77,000 judgment against Mr. Chen, a developer from Queens, N.Y., over the installation of a vinyl window that violated appearance codes. Mr. Chen has said he will not pay the fine because he does not believe it is fair. According to the report, Mr. Chen has to file additional paperwork for review by the bankruptcy court by July 10. Mr. Chen's corporation, 450 Hay LLC, filed for Chapter 11 bankruptcy protection in the Eastern District of North Carolina in April 2012 to stave off a forced auction in April. According to the report, Mr. Chen indicates he is interested in selling off part of the property to satisfy his debts. The bankruptcy petition estimated assets of $1 million to $10 million and estimated liabilities of $50,000 to $100,000. 450 Hay's creditors holding the largest unsecured claims are listed as the LSV Partnership of Fayetteville, an architectural and planning firm Chen hired to help bring the building up to code; the Cumberland County tax office; Hanover Ironworks of Wilmington; and Embarq Communications. ALT HOTEL: BMC Group Approved as Voting Tabulation Agent -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, according to ALT Hotel, LLC's case docket, authorized the Debtor to employ BMC Group, LLC to act as the Debtor's plan solicitation and voting tabulation agent. As reported in the Troubled Company Reporter on May 4, 2012, BMC will assist the Debtor in connection with (a) soliciting acceptances or rejections to the Chapter 11 plan, including mailing out the solicitation packages and notices of non-voting status, and (b) tabulating the acceptance and rejections of the Plan based on the ballots received by the Debtor from the three impaired classes -- Classes 1, 3 and 4. BMC estimates its compensation in this case will be under $5,000. To the best of the Debtor's knowledge, BMC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About ALT Hotel LLC ALT Hotel, LLC's sole asset is the Allerton Hotel located in the "Magnificent Mile" area of Chicago. The Hotel is managed by Kokua Hospitality, LLC, pursuant to a Hotel Management Agreement, dated Nov. 9, 2006. Kokua is the exclusive manager and operator of the Hotel, and receives management fees for its services, with the amount of such fees directly linked to the annual performance of the Hotel. Hotel Allerton Mezz, LLC, is the sole member of ALT Hotel. ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-19401) on May 5, 2011. Judge A. Benjamin Goldgar presides over the case. Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in Chicago, Illinois, serve as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in debts. FTI Consulting serves as the Debtor's financial advisors. Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010. ALT HOTEL: Taps LW Hospitality to Appraise Allerton Hotel --------------------------------------------------------- ALT Hotel, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois for permission to employ LW Hospitality Advisors, LLC as valuation expert as of June 16, 2012. LWHA will conduct an appraisal of the Debtor's primary asset -- a hotel located off Michigan Avenue in Chicago, Illinois, known as Allerton Hotel, and to testify as an expert witness at the July 23, confirmation hearing. Prepetition, the Debtor employed LWHA for the initial appraisal of the hotel and accompanying expert report. On May 11, an affiliate of the Debtor, Petra CDO P&I paid an additional $15,000 fee to LWHA in connection with the update to the initial LWHA report. The Debtor owed LWHA $21,317. NW&A intends to pay the amount out of the firm's IOLTA trust account. Fees associated with litigation support services are billed at these hourly rates: Daniel H. Lesser, president, CEO $600 Executive Managing Director $450 Managing Director $400 Senior Vice President $350 Senior Associate $200 Associate $175 In connection with the litigation support services, LWHA has requested a retainer of $20,000. The Debtor intends to pay from the NW&A IOLTA trust account plus a balance of $1,317 in expenses incurred earlier in the case. A hearing on June 25, at 10 a.m., has been set. About ALT Hotel LLC ALT Hotel, LLC's sole asset is the Allerton Hotel located in the "Magnificent Mile" area of Chicago. The Hotel is managed by Kokua Hospitality, LLC, pursuant to a Hotel Management Agreement, dated Nov. 9, 2006. Kokua is the exclusive manager and operator of the Hotel, and receives management fees for its services, with the amount of such fees directly linked to the annual performance of the Hotel. Hotel Allerton Mezz, LLC, is the sole member of ALT Hotel. ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-19401) on May 5, 2011. Judge A. Benjamin Goldgar presides over the case. Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in Chicago, Illinois, serve as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in debts. FTI Consulting serves as the Debtor's financial advisors. Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010. AMERICAN AIRLINES: Seeks to Reject Chicago Ground Lease ------------------------------------------------------- AMR Corp. and its affiliates seek permission from the Bankruptcy Court to reject a ground lease agreement between American Airlines, Inc., and the City of Chicago. On Oct. 8, 1969, Sky Chefs and the City entered into the Ground Lease, which afforded Sky Chefs the use and enjoyment of certain premises and facilities owned by the City at Chicago O'Hare International Airport. Sky Chefs subsequently assigned its interests under the Ground Lease to Skyhare Corp. In turn, Skyhare subleased its interest in the Ground Lease back to Sky Chefs by a Lease and Agreement. Fifteen years later, Skyhare assigned its interest in the Ground Lease to American. Sky Chefs also assigned its interest in the Lease and Agreement and its remaining interest in the Ground Lease to American. In turn, American subleased its interest in the Ground Lease back to Sky Chefs by an Agreement of Sublease for In-flight Kitchen Premises at Chicago-O'Hare International Airport. The City consented to the assignment of Skyhare's interests to American and the subletting of the Premises by American to Sky Chefs by the Sublease. The City further released Sky Chefs of its obligations under the Ground Lease. The Commissioner of Aviation of the City also gave its consent to the transactions. The Premises currently are not being used by American or Sky Chefs. The Debtors seek to reject the Premises because it constitutes an unnecessary ongoing expense and has no value to their estates. To consensually resolve issues relating to the Sublease, American and Sky Chefs negotiated an agreement, which provides that the Sublease will terminate; provided that until the Rejection Date, Sky Chefs' obligations under the Sublease will continue to apply. In turn, Sky Chefs will provide to American credits totaling $6.5 million against future amounts due from American to Sky Chefs for catering and related services. The Credits will be equally spread over a period of five years, with annual Credits in the amount of $1.3 million beginning on September 1, 2013. The Parties further agree that as of the Rejection Date, American waives any and all claims it may have against Sky Chefs relating in any way to Sky Chefs' obligations under the Sublease. Sky Chefs will retain no further obligations under the Sublease. The Debtors further ask the Court to approve the agreement for the termination of the Sublease. The Court shortened the notice period with respect to the Debtors' request so that a hearing on the request will be held on June 20, 2012. Objections are due June 15, and a reply deadline on June 19. 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. AMR'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: Court Appoints Robert Keach as Fee Examiner -------------------------------------------------------------- Bankruptcy Judge Sean Lane appointed Robert J. Keach as fee examiner in AMR Corp.'s Chapter 11 cases, nunc pro tunc to May 1, 2012. The U.S. Trustee for Region 2 made the recommendation to appoint Mr. Keach after consultation with the Debtors and the Official Committee of Unsecured Creditors. The Fee Examiner's purpose will be to assist the Court in determining whether applications for allowance of fees and reimbursement of expenses filed by professionals comply with the Bankruptcy Code and applicable rules and guidelines, as well as to provide transparency in the administration of the Chapter 11 cases regarding the compensation of professionals. The Fee Examiner is also designated a notice party pursuant to Interim Compensation Order with Monthly Statements and all other documents to be sent or served upon this address: Robert J. Keach, Esq. BERNSTEIN SHUR 100 Middle Street P.O. Box 9729 Portland, ME E-Mail: rkeach@bernsteinshur.com After reviewing each Application, the Fee Examiner will prepare periodic reports on each Application, setting forth any issue or objection relating to the Retained Professional's Application and transmit the Preliminary Report to the Debtors, the Creditors' Committee and the U.S. Trustee and the retained professional that is subject of the preliminary report. The Fee Examiner and the retained professional will endeavor to reach a mutually acceptable resolution of any issues identified by the Fee Examiner in the Preliminary Report. The Fee Examiner will file a final report setting forth any unresolved objections to the Application. 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. AMR'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: Seeks to Expand E&Y Work ------------------------------------------- In a supplemental application, AMR Corp. and its affiliates seek to employ Ernst & Young LLP as their auditor and tax services provider, nunc pro tunc to May 7, 2012. The Debtors have determined that it is necessary to expand the scope of Ernst & Young's employment to perform additional auditing services, including: (a) Reporting on the balance sheet as of December 31, 2011 and the related consolidated statements of operations, stockholder's equity and cash flows for the year ended December 31, 2011 of Executive Ground Services, Inc.; and (b) Auditing the special purpose statement of the net revenue amount for American Airlines, Inc. for the period ended December 31, 2011, in accordance with the Alliance Standard Accounting Principles as set forth in the Revenue Sharing Agreement between American Airlines, Inc. and Japan Airlines. The Debtors will compensate EY LLP for the Additional Services: (A) Fixed Fee for Executive Ground Statutory Audit Services -- The Debtors have agreed to pay Ernst & Young a fixed fee equal to $30,000 for services rendered in connection with the Executive Ground Statutory Audit Services. (B) Hourly Fees for JAL Special Purpose Statement Services -- EY LLP intends to charge the Debtors for the JAL Special Purpose Statement Services based on its agreed hourly rates for such services, which range from $175 for Staff to $520 per hour for Partners depending on the particular services being provided. Ernst & Young will also seek reimbursement for expenses incurred. James Bradow, a partner at Ernst & Young LLP, discloses that his firm is currently a party or participant in certain litigation matters involving parties-in-interest in these Chapter 11 cases. He further discloses that certain parties-in-interest are lenders to Ernst & Young, including Barclays Bank; Citibank, NA; Fifth Third Bank; JP Morgan Chase Bank, NA; Lloyds TSB Bank PLC; PNC Bank NA; Wells Fargo; and the Royal Bank of Scotland PLC. The firm has also borrowed long term debt from Metropolitan Life Insurance Company and Westchester Fire Insurance Company. Ernst & Young continues to research connections to these two connections: American Beacon and PG&E. A copy of Ernst & Young's supplemental connections is available for free at http://bankrupt.com/misc/AMR_E&YSuppClientDisc.pdf Notwithstanding, Ernst & Young assures the Court that it is a "disinterested person" as the term" is defined under Section 101(14) of the Bankruptcy Code. 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. AMR'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 EQUITY: Fitch Affirms 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of American Equity Investment Life Holding Company (AEL) at 'BB+' and the Insurer Financial Strength (IFS) ratings of its insurance operating subsidiaries: American Equity Investment Life Insurance Company (AEILIC) and American Equity Investment Life Insurance Company of New York, at 'BBB+'. The Rating Outlook is Stable. Fitch views AEL's chief credit strengths to be: -- A high credit quality bond portfolio; -- Good operating results; -- Adequate risk-adjusted capitalization; and -- Strong competitive position in the fixed indexed annuity market. Fitch considers AEL's bond portfolio to be of high credit quality, although there has been a shift to lower quality, yet still investment grade bonds in recent years. At March 31, 2012, U.S. Government sponsored agencies accounted for approximately 15% of fixed income securities and 98% of the portfolio was investment grade according to NAIC standards. Given the composition of the investment portfolio, AEL had comparably less investment related losses over the recent period of challenging capital markets than many of its peers. As the composition of AEL's portfolio continues to change as certain fixed maturity securities are subject to call redemption, Fitch expects credit risk will rise to levels more consistent with historical life insurance industry averages. AEILIC's statutory total adjusted capital increased 14% in 2011 to $1.7 billion. Fitch views AEILIC's NAIC risk based capital (RBC) ratio as adequate for the rating category. For Dec. 31, 2011, RBC was 346%, up from its year end 2010 level of 339%. Fitch anticipates that AEILIC's 2012 RBC ratio will be maintained above 300% as internally generated capital will be partially offset by continued strong sales growth and increased credit risk as the company continues the slow shift of its portfolio allocation from federal agency securities to corporate bonds. Based on the company's strong sales trends, Fitch believes that AEL may need to manage sales growth and access reinsurance markets in the future given the strain new FIA sales have on risk-based capital. Fitch's primary rating concerns include: -- AEL's high financial leverage -- Increasing credit risk in AEL's investment portfolio; -- AEL's lack of diversification in revenue and earnings, as well as distribution; -- Above average exposure to interest rate risk. AEL's financial leverage was 39% at March 31, 2012, which Fitch considers high, and is the primary factor in the extra notch in the company's IDR from its IFS rating. Fitch anticipates the company's financial leverage will continue to gradually decline over the next couple of years. Although the company does not have a stated maturity of debt until September 2015, the company is exposed to a potential 'put' of its 2024 and 2029 notes totaling $144 million on Dec. 15, 2014. Fitch believes the credit quality of AEL's investment portfolio's will continue to decline from its historically high level given the significant amount of callable federal agencies securities redeemed in the past two years and additional fixed income securities that are becoming subject to call redemption in 2012. AEL has reinvested redemption proceeds primarily in corporate bonds (largely rated 'A' and 'BBB') and commercial mortgages. Fitch expects AEL's investment losses in 2012 to be comparable to losses reported in 2011. In 2011, the company reported $19.4 million of other than temporary impairments (OTTI) on its residential mortgage-backed securities holdings, as well as $18.6 million in net realized losses driven primarily by a $30.8 million increase in the company's allowance for credit losses on commercial mortgages. Despite the increase relative to 2010, Fitch views the level of AEL's investment losses in 2011 to be manageable given the company's earnings and capital position. AEL's above average interest rate risk reflects the company's focus on spread based annuity products. The near-term concern is the ongoing low interest rate environment, which will present challenges for the company in terms of maintaining its interest rate spreads. This concern is amplified somewhat by the company's dwindling, yet still significant allocation to U.S. government agency callable securities. Although this risk is declining as these bonds have been redeemed, the lower rates at which the redemption proceeds have been reinvested have accelerated the decline of the overall yield earned on the company's fixed income portfolio. From a longer-term perspective, as AEL's book of business matures, the occurrence of a rapid increase in interest rates could have an adverse effect on its financial position, as it could result in a sharp increase in surrenders while the value of its largely fixed rate investments decline in market value. Positively, Fitch notes that AEL's book of business currently exhibits strong protection in terms of significant surrender charges to help offset the cost to the company of early policy terminations. AEL is headquartered in West Des Moines, Iowa, and reported total GAAP assets of $33.0 billion and equity of $1.4 billion at March 31, 2012. AEILIC, the main operating subsidiary of AEL, is also headquartered in West Des Moines and had statutory total adjusted capital of $1.7 billion at Dec. 31, 2011. The key rating triggers that could result in an upgrade include: -- Enhanced capitalization with RBC above 350% on a sustained basis; The key rating triggers that could result in a downgrade include: -- A reduction in capitalization with RBC below 300%; -- A significant deterioration in operating results such that interest coverage declines below 3x; -- Significant increase in lapse/surrender rates; -- Significant increase in credit related impairments in 2012; -- Financial leverage above 50%. The key rating triggers that could result in a narrowing of notching between the IDR of AEL and the IFS of AEILIC include: -- A sustainable decline in financial leverage below 30%; -- Sustained GAAP EBIT-based interest coverage above 8x. Fitch has affirmed the following ratings with a Stable Outlook: American Equity Investment Life Holding Company -- Issuer Default Rating (IDR) at 'BB+'; -- 3.50% senior convertible debentures due 2015 at 'BB'; -- 5.25% senior convertible debentures due 2024 at 'BB'; -- 5.25% senior convertible debentures due 2029 at 'BB'; -- Trust preferred securities at 'B+'. American Equity Investment Life Insurance Company -- Insurer Financial Strength (IFS) at 'BBB+'. American Equity Investment Life Insurance Company of New York -- IFS at 'BBB+'. AMERICAN ARCHITECTURAL: Case Summary & Creditors List ----------------------------------------------------- Debtor: American Architectural, Inc. 2260 State Road Bensalem, PA 19020 Bankruptcy Case No.: 12-15818 Affiliate that filed separate Chapter 11 petition: Debtor Case No. ------ -------- Advanced Acquisitions, LLC 12-15819 Chapter 11 Petition Date: June 15, 2012 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Magdeline D. Coleman About the Debtors: American Architectural is a provider of quality building enclosures. Advanced Acquisitions is the beneficial owner of a 98,000 square feet facility in Bensalem, Pennsylvania, which houses AAI's offices and manufacturing plant. AAI has 49 employees. AAI completed work on many high profile projects in New York including, the AOL/Time Warner facility at Columbus Circle, the Lincoln Center, the Museum of Arts and Design, the New York Historical Society, and the JetBlue Terminal 5 at JFK International Airport, to name just a few of our noteworthy projects. Recently, AAI completed the east coast's largest canopy for Goldman Sachs and has recently closed its fourth major World Trade Center rebuild project. Debtors' Counsel: Aris J. Karalis, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 E-mail: akaralis@cmklaw.com - and ? Robert W. Seitzer, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 E-mail: rseitzer@cmklaw.com Debtors' Accountants: DOUGLAS ZIEGLER, LLC AAI's Estimated Assets: $10,000,001 to $50,000,000 AAI's Estimated Debts: $10,000,001 to $50,000,000 The petitions were signed by John Melching, president/CEO. American Architectural's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ O'Neal Flat Rolled Metals -- $692,511 dba TAD Metal, Inc., NE Lockbox 7281 P.O. Box 8500 Philadelphia, PA 19178 Major Tool & Machine -- $659,337 1458 East 19th Street Indianapolis, IN 46218 Jackson Installation -- $493,182 8008 Route 130 North Building A, Suite 210 Delran, NJ 08075 Saftifirst -- $236,598 325 Newhall Street San Francisco, CA 94124 M.G. McLaren, P.C. -- $189,513 Sentech Architectural Systems, LLC -- $183,351 Citibank -- $167,122 Intercom S.r.l. -- $165,750 American Express -- $159,673 Wells Fargo -- $145,054 Signature Metal & Marble -- $122,673 Maintenance J.E. Berkowitz, LP -- $117,107 Stainless Plate Products, Inc. -- $114,741 Zober Industries, Inc. -- $113,870 Oldcastle Glass ? NY -- $97,765 American Aluminum Extrusion Co LLC -- $64,100 GMS -- $57,426 Ellison Bronze, Inc. -- $54,419 Stainless Doors, Inc. -- $47,482 Polished Metals Limited, Inc. -- $46,626 ANTS SOFTWARE: Frank Kautzmann Named COO and CTO ------------------------------------------------ ANTs software inc., by unanimous consent of its Board of Directors, appointed Dr. Frank N. Kautzmann, III, as Chief Operating Officer and Chief Technology Officer of the Company. About Ants Software ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has developed a software solution, ACS, to help customers reduce IT costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. ACS is an innovative middleware solution that accelerates database consolidation between database vendors, enabling application portability. ANTs has not filed financial statements with the Securities and Exchange Commission since May 2011, when it disclosed that it had a net loss of $27.01 million in three months ended March 31, 2011, compared with a net loss of $20.7 million in the same period in 2010. The Company's balance sheet at March 31, 2011, showed $27.2 million in total assets, $52.3 million in total liabilities, and a stockholders' deficit of $25.1 million. As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New York, expressed substantial doubt about ANTs software's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant recurring operating losses, decreasing liquidity, and negative cash flows from operations. The Company reported a net loss of $42.4 million for 2010, following a net loss of $23.3 million in 2009. ARLIN GEOPHYSICAL: Sec. 341 Creditors' Meeting Today ---------------------------------------------------- Richard A. Wieland, the U.S. Trustee for Region 19, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Arlin Geophysical Company, Inc., on June 20, 2012, at 405 South Main. Proofs of claim are due in the case by Sept. 18, 2012. Government proof of claim is due by Nov. 19, 2012. Park City-based Arlin Geophysical Company, Inc., filed a Chapter 11 petition (Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in Salt Lake City, Utah. The Debtor estimated assets and debts of $10 million to $50 million. Judge William T. Thurman presides over the case. Perry Alan Bsharah, Esq., at Bsharah Law Group serves as the Debtor's bankruptcy counsel. This is the second time Arlin filed for Chapter 11 protection. It previously sought creditor relief (Case No. 09-3391) on Dec. 9, 2009. AMERICAN DEFENSE: Armor Offers to Purchase $1.5MM Common Shares --------------------------------------------------------------- Armor Defense Systems, Inc., offered to purchase for a tax-free share exchange up to $1,542,441 in value of shares of common stock, $0.001 par value per share of American Defense Systems, Inc., upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 13, 2012. The Offer is being made pursuant to a Section 253 of the Delaware General Corporation Law. Specifically, assuming a minimum of 90% of the issued and outstanding share elect to tender pursuant to the offer, the Subject Company and Armor Defense will enter in to Agreement and Plan of Merger. The Merger Agreement will provide, among other things, that pursuant to the Offer and subject to certain conditions, Armor Defense will be merged with and into the Subject Company, with Subject Company continuing as the surviving corporation. In the Merger, each share outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive one share of Armor Defense. Under no circumstances will interest be paid on the purchase price for the Securities, regardless of any extension of the Offer or any delay in making payment for the Securities. The Board of Directors of Armor Defense Systems has approved the tender offer. A copy of the Offer to Purchase is available for free at: http://is.gd/M1yQTb About American Defense Hicksville, N.Y.-based American Defense Systems, Inc., is a defense and security products company engaged in three business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. The Company also operates the American Institute for Defense and Tactical Studies. The Company is in the process of negotiating a sale or disposal of the portion of its business related to the operation of a live-fire interactive tactical training range location in Hicksville, N.Y. The portion of the Company's business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011. After auditing the 2011 financial statements, Marcum LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had a working capital deficiency of $867,000, an accumulated deficit of $17.0 million, shareholders' deficiency of $235,000 and cash on hand of $132,000. The Company had operating losses of $3.30 million and $3.69 million for the years ended Dec. 31, 2011 and 2010, respectively. The Company had income from continuing operations for the year ended Dec. 31, 2011, of $6.83 million, including a gain of $12.8 million on the redemption of mandatorily redeemable preferred stock, and a loss from continuing operations for the year ended Dec. 31, 2010, of $8.17 million. The Company had net income (losses) of $9.37 million and $(9.38 million) for the years ended Dec. 31, 2011 and 2010, respectively. The Company's balance sheet at March 31, 2012, showed $2.10 million in total assets, $2.70 million in total liabilities, all current, and a $604,504 total shareholders' deficiency. APOLLO MEDICAL: Delays Form 10-Q for April 30 Quarter ----------------------------------------------------- Apollo Medical Holdings, Inc., informed the U.S. Securities and Exchange Commission that it will be late in filing its quarterly report on Form 10-Q for the period ended April 30, 2012. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company expects to file that report no later than five calendar days after its original prescribed due date. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss of $720,346 for the year ended Jan. 31, 2012, compared with a net loss of $156,331 during the prior year. The Company's balance sheet at Jan. 31, 2012, showed $1.36 million in total assets, $1.78 million in total liabilities and a $421,220 total stockholders' deficit. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2012, citing accumulated deficit of $2,117,708 as of Jan. 31, 2012, negative working capital of $266,044 and cash flows used in operating activities of $385,455, which raised substantial doubt about the Company's ability to continue as a going concern. ATRINSIC INC: Files for Chapter 11 With Plan -------------------------------------------- Atrinsic Inc. filed for Chapter 11 protection in Manhattan with a Chapter 11 plan. BankruptcyData.com reports that according to the Company, this bankruptcy was triggered by cessation of its direct-to-consumer subscription products and Internet search-marketing agency businesses and its inability to raise additional financing or working capital. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Atrinsic has agreed with secured bondholders on a reorganization plan evidently designed to preserve tax losses for the benefit of creditors who become the new shareholders. The company, according to the Bloomberg report, has an agreement with holders of most of the $3.5 million in notes secured by most of the assets. The noteholders, Iroquois Master Fund Ltd. and Hudson Bay Master Fund Ltd., are to receive between 80 percent and 90 percent of the new stock under the plan to be filed by June 30. Unsecured creditors are to have 5 percent to 10 percent of the stock, with existing shareholders to share as much as 10 percent of the new equity. Atrinsic Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12553) in Manhattan on June 15, 2012. The Debtor disclosed $5,342,665 in assets and $13,678,118 in liabilities in its schedules. 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/nysb12-12553.pdf About Atrinsic Inc. New York City-based Atrinsic, Inc. (NASDAQ: ATRN) had two lines of business, both now terminated. The business closed most recently "is believed to have little to no value," court papers show, according to Bloomberg. Atrinsic was a marketer of direct-to-consumer subscription products and an Internet search-marketing agency. The Company sold entertainment and lifestyle subscription products directly to consumers, which the Company markets through the Internet. The Company also sold Internet marketing services to its corporate and advertising clients. BALL GROUND: RRDA Meeting Set to Discuss Chapter 11 Case -------------------------------------------------------- Cherokee Tribune reports a called meeting of the Resource Recovery Development Authority was set for June 19, 2012, at the county administration building, before the Cherokee County Board of Commissioners' work session. According to the Tribune, the authority will discuss the Chapter 11 bankruptcy filing by Ball Ground Recycling, what actions to take, appointment of legal counsel and possible timeline. The RRDA has a lease agreement with Jimmy Bobo to allow him to operate his company on the property and use equipment owned by the county. The report notes the Cherokee County grand jury announced plans to look into the deal this week. The report relates Mr. Bobo was under a lease agreement with the Development Authority to pay $100,000 a month in bond payments on $18.1 million borrowed by the authority to purchase land and equipment for the operation. The county was notified last year by the Bank of New York that Mr. Bobo had not made payments into the escrow account, and the county was obligated to make the payments. The report says the county had to make $1.2 million in payments last year and still has to pay an additional $608,171.28 this year. A total of $1.2 million was originally due on a yearly basis, with the county placing $101,000 into an escrow account for the purpose of making semi-annual debt service payments. The report adds, in February, the commission moved $1.8 million out of Special Purpose Local Option Sales Tax funds into the general fund to cover the payments on the debt after Mr. Bobo failed to make payments owed on the bonds the county had guaranteed. Money from the general fund was originally used for expenses that were paid by SPLOST funds last year and the move would reimburse those payments back into the general fund, freeing the monies up to cover the bond debt payment, according to the report. The report notes the county created the RRDA in 2006 and approved the bond rate for a maximum of $18.1 million in bonds. The bonds were used to relocate Mr. Bobo's company from its former location on Blalock Road near Holly Springs to its current site on Highway 5 just south of Ball Ground. The county guaranteed financing through the issuance of bonds through the authority. Based in Canton, Georgia, Ball Ground Recycling LLC filed for Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-63101) on May 25, 2012. Judge Margaret Murphy presides over the case. Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler, Patterson & Gray, LLP, represents the Debtor. The Debtor estimated both assets and debts of between $10 million and $50 million. BALL GROUND: Sec. 341 Creditors' Meeting Set for June 28 -------------------------------------------------------- Albert C. Warford, the U.S. Trustee for the Southern District of Iowa, will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Ball Ground Recycling LLC on June 28, 2012, at 3:00 p.m. at Hearing Room 366, Atlanta. Based in Canton, Georgia, Ball Ground Recycling, LLC, filed for Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-63101) on May 25, 2012. Judge Margaret Murphy presides over the case. Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler, Patterson & Gray, LLP, represents the Debtor. The Debtor estimated both assets and debts of between $10 million and $50 million. BEHRINGER HARVARD: Unit Transfers 39 Condominiums to Westdale ------------------------------------------------------------- Behringer Harvard Mockingbird Commons LLC ("Borrower"), a subsidiary in which a 70% interest is owned by Behringer Harvard Short-Term Opportunity Fund I LP, entered into a Deed in Lieu of Foreclosure Agreement with Westdale Capital Investors I, Ltd. ("Lender"), whereby the Borrower transferred ownership of 39 luxury high-rise condominiums and 1.4 acres of excess land located in Dallas, Texas, to the Lender, and subject to certain contingencies, resulted in full settlement of the outstanding debt to the Lender. The outstanding principal balance under the loan agreement was approximately $20.2 million at June 8, 2012. A copy of the Form 8-K filing is available for free at: http://is.gd/s17DHc About Behringer Harvard Addison, Tex.-based Behringer Harvard is a limited partnership formed in Texas on July 30, 2002. The Company's general partners are Behringer Harvard Advisors II LP and Robert M. Behringer. As of Sept. 30, 2011, seven of the twelve properties the Company acquired remain in the Company's portfolio. The Company's Agreement of Limited Partnership, as amended, provides that the Company will continue in existence until the earlier of Dec. 31, 2017, or termination of the Partnership pursuant to the dissolution and termination provisions of the Partnership Agreement. For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas, Texas, noted that the uncertainty surrounding the ultimate outcome of settling unpaid debt and its effect on the Partnership, as well as the Partnership's operating losses at its subsidiaries, raise substantial doubt about its ability to continue as a going concern. The Partnership is facing a significant amount of debt maturities in the near future and debt which has matured but remains unpaid, which is recourse to the Partnership. Behringer reported a net loss of $50.15 million in 2011, a net loss of $18.71 million in 2010, and a net loss of $15.47 million in 2009. The Company's balance sheet at March 31, 2012, showed $112.45 million in total assets, $135.77 million in total liabilities and a $23.32 million total deficit. Bankruptcy Warning Of Behringer's $122.8 million in notes payable at March 31, 2012, $51.3 million has matured and is subsequently in default and an additional $50.8 million is scheduled to mature in the next twelve months. As of March 31, 2012, of the Company's $122.8 million in notes payable, $110.4 million was secured by properties and $99.9 million was recourse to the Company. The Company continues to have negotiations and discussions with lenders to modify or restructure loans, outcomes of which may include a sale to a third party or returning the property to the lender. The Company may also consider putting certain of its subsidiaries into bankruptcy in order to protect the Company's interest in the property. BICENT HOLDINGS: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Bicent Power LLC filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $7,022,739 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $308,030,358 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $74,942 ----------- ----------- TOTAL $7,022,739 $308,105,300 Full-text copies of the schedules of the Debtor and affiliate Bicent Holdings LLC are available for free at: http://bankrupt.com/misc/BICENT_HOLDINGS_bicentpower_sal.pdf http://bankrupt.com/misc/BICENT_HOLDINGS_sal.pdf About Bicent Power Bicent Holdings LLC and 12 of its affiliates sought bankruptcy protection under Chapter 11 (Bankr. D. Del. Lead Case No. 12-11304) on April 23, 2012. Bicent, based in Lafayette, Colorado, owns and operates two generating facilities: Hardin, a 120-megawatt coal-fired plant about 40 miles southeast of Billings, Montana, and San Joaquin, a 48-megawatt natural gas- fired facility about 70 miles east of San Francisco in Lathrop, California. Bicent Holdings is owned by non-debtor Bicent Prime Holdings, which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas Partners IX LP and NGP IX Offshore Holdings LP and 12.9%- owned by Beowulf (Bicent) LLC. In their petitions, Bicent Holdings estimated under $50,000 in assets and $50 million to $100 million in debts. Bicent Power estimated $100,000 to $500,000 in assets and $500 million to $1 billion in debts. The petitions were signed by Christopher L. Ryan, chief financial officer. Judge Kevin Gross oversees the case. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis & Company LLC, as financial advisor, and Paul, Weiss, Rikfind, Wharton & Garrison LLP as corporate counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The plan is supported by holders of more than two-thirds of the first- and second-lien debt, according to the disclosure statement. Under the Plan, among other things: holders of mezzanine debt owed $65.2 million are to receive nothing. Likewise, general unsecured creditors are slated for no recovery. BICENT HOLDINGS: Taps Scotia Capital as Financial Advisor --------------------------------------------------------- Bicent Power LLC asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Scotia (USA) Inc. as financial advisor. Scotia Capital will, among other things: -- review information related to the Debtors' business operations, financial performance and prospects of the subject assets; -- assist in the Development of a marketing strategy to effect the transaction, as requested; and -- advise the Debtors in negotiating and structuring the sale with potential bidders, leading to the execution of definitive agreements and closing. Scotia Capital's fee structure provides for, among other things: 1. success fee -- in the event the transaction is consummated outside the bundle sale, Scotia will receive a success fee which is a percentage fee based on the value derived from the underlying transaction; and 2. the Debtor will not be obligates to pay Scotia Capital any success fee relating to any sale of the CalPeak Assets pursuant to the CalPeak Engagement Letter. As of the Petition Date, the Debtors do not owe Scotia Capital any fees for services performed or expenses incurred under the Scotia Capital Engagement Letter. To the best of the Debtors' knowledge, Scotia Capital is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor set a hearing on July 30, 2012, at 2 p.m. Objections, if any, are due June 28 at 4 p.m. About Bicent Power Bicent Holdings LLC and 12 of its affiliates sought bankruptcy protection under Chapter 11 (Bankr. D. Del. Lead Case No. 12-11304) on April 23, 2012. Bicent, based in Lafayette, Colorado, owns and operates two generating facilities: Hardin, a 120-megawatt coal-fired plant about 40 miles southeast of Billings, Montana, and San Joaquin, a 48-megawatt natural gas- fired facility about 70 miles east of San Francisco in Lathrop, California. Bicent Holdings is owned by non-debtor Bicent Prime Holdings, which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas Partners IX LP and NGP IX Offshore Holdings LP and 12.9%- owned by Beowulf (Bicent) LLC. In their petitions, Bicent Holdings estimated under $50,000 in assets and $50 million to $100 million in debts. Bicent Power disclosed $7,022,739 in assets and $308,105,300 in liabilities as of the Chapter 11 filing. The petitions were signed by Christopher L. Ryan, chief financial officer. Judge Kevin Gross oversees the case. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis & Company LLC, as financial advisor, and Paul, Weiss, Rikfind, Wharton & Garrison LLP as corporate counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The plan is supported by holders of more than two-thirds of the first- and second-lien debt, according to the disclosure statement. Under the Plan, among other things: holders of mezzanine debt owed $65.2 million are to receive nothing. Likewise, general unsecured creditors are slated for no recovery. BMF INC: Plan Offers 20% for Unsecured Creditors in 7 Years ----------------------------------------------------------- BMF Inc. submitted to the U.S. Bankruptcy Court for the District of Puerto Rico a filed a proposed Plan of Reorganization dated May 29, 2012 and an explanatory Disclosure Statement. The Plan considers full payment of all administrative, secured creditors and priority claims and a 20% dividend to the general unsecured creditors within seven years. According to the Disclosure Statement, the Plan will be substantially supported by the Debtor's operations. The Debtor said it has already implemented strategies to increase the sales of its most successful lines of water products while phasing out its less successful products. The Debtor is also exploring efficiencies as using its fleet of delivery trucks to deliver product from other companies that is going to nearby addresses along with its water deliveries. The Plan provides for these terms: Class 2 Secured Claim -- Banco Popular de Puerto Rico ($4,891,278): The Debtor will repay the obligation in full in monthly installments on a 30 year amortization period at an interest rate of the Prime Rate in effect on the Effective Date of the Plan Class 3 Secured Claim -- First Bank of Puerto Rico ($1,939,493): The Debtor will repay the obligation in full allowed amount in monthly installments on a 30 year amortization schedule with interest accumulating at the Prime Rate on the Effective Date of the Plan. Class 4 Secured Claim -- CRIM ($181,968): The Debtor will repay the obligation in the full allowed amount in monthly installments within 60 months of the date of the instant Bankruptcy Petition plus interest or will pay the obligation in full at the time of any sale of the real property. Class 5 Secured Claim -- IRS ($148,412): The Debtor will repay the obligation in monthly installments over the course of 60 months from the date of the instant Bankruptcy Petition, or if the subject property id sold, at the time of the sale. Class 6 Unsecured Priority Claim -- Alpha Caribe, Inc. ($122,429): The Debtor will repay the obligation in the full allowed amount in monthly installments within seven years of the Effective Date plus interest at the prime rate in effect on the Effective Date. Class 7 Disputed Unsecured Priority Claim subject to litigation -- Maribel Delgado ($10,000): Nevertheless should any liability to Me. Delgado be found to exist, the Debtor will repay the allowed amount of Ms Delgado's claim at the rate of 10% of the allowed amount within seven years of the Effective Date so long as the allowed amount does not exceed $10,000. Class 8 General Unsecured -- Convenience Class ($58,143): The Debtor will repay all allowed claims that are part of the class withing 30 days of the Effective Date at a rate of 20% of the allowed claim. Class 9 General Unsecured Creditors ($1,284,029): The Debtor will pay outstanding and allowed claims in the class at 20% of the allowed claim on a monthly basis over the course of seven years from the Effective Date. Class 10 Equity Security and Other Interest Holders: All current equity holders of the Debtor will retain their equity interest under the Plan The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BMF_INC_ds.pdf About BMF Inc. BMF Inc. operates a water distillation operation to produce bottled drinking water. The Debtor markets the water it distills -- under the brand Pure H20 -- at various retail chains and restaurants throughout Puerto Rico and the Caribbean region. BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-00658) on Jan. 31, 2012. Judge Enrique S. Lamoutte Inclan presides over the case. BMF disclosed $12.3 million in assets and $8.9 million in liabilities. BROADCAST INTERNATIONAL: Donald Harris Named to Board ----------------------------------------------------- The Board of Directors of Broadcast International, Inc., unanimously voted to appoint Mr. Donald A. Harris to the Board. Mr. Harris does not have any understandings or relationships with third parties pursuant to which he was appointed to the Board. Mr. Harris, age 59, has been President of 1162 Management, the General Partner of 5 Star Partnership, a private equity firm, since June 2006. Mr. Harris has been President and Chief Executive Officer of UbiquiTel Inc., a telecommunciations company organized by Mr. Harris and other investors, since its inception in September, 1999 and also its Chairman since May 2000. Mr. Harris served as the President of Comcast Cellular Communications Inc. from March 1992 to March 1997. Mr. Harris serves on the Board of Directors of Westower Corporation, a privately held company in the wireless communications industry. Mr. Harris received a Bachelor of Science degree from the United States Military Academy and an MBA from Columbia University. About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net income of $1.30 million in 2011, compared with a net loss of $18.66 million in 2010. The Company's balance sheet at March 31, 2012, showed $4.52 million in total assets, $11.22 million in total liabilities and a $6.69 million total stockholders' deficit. BROADVIEW NETWORKS: Moody's Cuts CFR to 'Caa2'; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Broadview Networks Holdings, Inc.'s Corporate Family Rating (CFR) and Senior Secured Note rating to Caa2 from Caa1. The probability of Default Rating (PDR) was also downgraded to Caa3 from Caa1 and the outlook was changed to Negative from Stable. The Caa2 CFR and Caa2 rating on the company's $300 million Notes due September 1, 2012 reflect Moody's expectation for an above average recovery in case of a default. The downgrade of the PDR and change in outlook to Negative reflects the elevated potential for a default given the September 2012 maturity date and the difficulty refinancing the notes prior to maturity. Issuer: Broadview Networks Holdings, Inc. Corporate Family Rating, Caa2, downgraded from Caa1 Probability of Default Rating, Caa3, downgraded from Caa1 $300 million Senior Secured Notes due September 1, 2012, Caa2 (LGD-3, 37%), downgraded from Caa1 (LGD-4, 54%) Outlook changed to Negative from Stable. Ratings Rationale Broadview's Caa2 CFR rating reflects the company's unsustainable capital structure and the potential for a restructuring of its balance sheet. Leverage is high at 5.1x (including Moody's standard adjustments but excluding any debt attribution to the preferred stock or 9.2x including a partial debt attribution of the preferred stock). The rating also incorporates the negative trends in the industry due to reduced voice usage and strong competition from traditional wireline carriers, other Competitive Local Exchange Carriers (CLEC's), cable companies, and Voice Over Internet Protocol (VoIP) services for small and medium business customers. The relative small size compared to competitors, declining revenue, and minimal free cash flow after interest expense and capital expenditure also constrain the ratings. The maturity date of the revolver facility has been extended to August 1, 2012 from June 1, 2012 and has $16 million drawn as of Q1 2012. Broadview's ratings are supported by the company's focus on higher end customers with cloud based data products and advanced services, as well as its operation of approximately 3,000 route miles of metro and long haul fiber. Broadview's liquidity profile is weak given the August 1 maturity date of its ABL revolver and September maturity of the notes. As of the end of Q1 2012, the company had $23 million of cash and investment securities and $16 million drawn on the revolver. The company does generate modest amounts of free cash flow, but historically almost all free cash flow has been spent on capital expenditure to invest in new product offerings. The Negative outlook reflects the tenuous capital structure that may potentially require a restructuring of its debt on or prior to the September 2012 maturity date of the notes and the negative trends in the industry. The rating would be downgraded to Ca upon a default. A rating upgrade is not expected barring an equity infusion or acquisition by another company. The principal methodology used in rating Broadview Networks was the Global Telecommunications Industry Methodology published in December 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. CABRINI MEDICAL: Retired Doctors Can't Pursue Alter-Ego Claims -------------------------------------------------------------- Bankruptcy Judge Allan L. Gropper denied the request of four creditors of Cabrini Medical Center seeking relief from the automatic stay to allow them to name the Debtor as defendant in a state-court action seeking recovery from the Missionary Sisters of the Sacred Heart of Jesus, which allegedly controlled the Debtor. In that state-court action, the creditors allege that the Debtor wrongfully converted funds that were held for them and that the NY Missionary Sisters should be found liable for their damages on an alter ego theory. The creditors assert that they are not seeking any recovery from the Debtor but are required to name it as a defendant because the state court has ruled that the Debtor is a necessary party to that proceeding. The Court held that the alter ego causes of action belong to the Debtor's estate and can only be pursued by the trustee or other entity authorized to assert estate-owned causes of action. The Court also said the causes of action at issue could not be abandoned to the creditors because they were settled in the context of an agreement that funded the debtor's plan of reorganization -- a settlement agreement that was noticed to the creditors and to which the creditors did not object. The creditors -- dubbed as Mannucci Parties -- consist of three retired doctors and the widow of a fourth doctor. They commenced an action pre-bankruptcy in New York Supreme Court against Cabrini and other named defendants. The Mannucci Parties alleged that they were wrongfully deprived of certain compensation payments due under their Deferred Compensation Plans. The Mannucci Parties also filed proofs of claims in the Debtor's bankruptcy case on based upon the relief sought in that action. A copy of the Court's June 15, 2012 Memorandum of Decision is available at http://is.gd/c6R3ydfrom Leagle.com. Katherine B. Harrison, Esq. -- kh@pwlawyers.com -- at PADUANO & WEINTRAUB LLP in New York, represents the Mannucci Parties. Sean C. Southard, Esq., and Brendan M. Scott, Esq. -- ssouthard@klestadt.com -- at KLESTADT & WINTERS, argue for Missionary Sisters of the Sacred Heart (New York). About Cabrini Medical Center Cabrini Medical Center was an operator of an acute care voluntary hospital on East 19th Street in Manhattan. The facility ceased operating as a hospital in March 2008. The Company sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-14398) on July 9, 2009. Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represented the Debtor. The Company estimated its assets at $50 million to $100 million, and its debts at $100 million to $500 million, at the time of the filing. Memorial Sloan-Kettering Cancer Center purchased the Debtor's facility for $83.1 million in 2010. In April 2011, Cabrini obtained approval of its Chapter 11 plan. Frank Oswald, Esq., said unsecured creditors were projected to recover between 17% and 24%. Mr. Oswald said the outcome was rewarding considering the hospital only had $200,000 in cash when the bankruptcy began. The disclosure statement said unsecured claims ultimately should total $60 million to $80 million. CAPITOL BANCORP: Ronald Sable Resigns from Board of Directors ------------------------------------------------------------- Capitol Bancorp Ltd. accepted on June 14, 2012, the resignation of Ronald K. Sable, who has retired from service as a member of the board of directors. Mr. Sable has served as a member of the Board since 2002. About Capitol Bancorp Limited Capitol Bancorp Limited (NYSE: CBC) -- http://www.capitolbancorp.com/-- is a national community banking company, with a network of bank operations in 16 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan and Phoenix, Arizona. The Company reported a net loss of $51.92 million in 2011, a net loss of $254.36 million in 2010, and a net loss of $264.54 million in 2009. The Company's balance sheet at March 31, 2012, showed $2.05 billion in total assets, $2.17 billion in total liabilities, and a $121.25 million total deficit. The Company disclosed that as of March 31, 2012, there are several significant adverse aspects of Capitol's consolidated financial position and results of operations which include, but are not limited to: * An equity deficit approximating $121.3 million; * Regulatory capital classification on a consolidated basis as less than "adequately-capitalized" and related negative amounts and ratios; * Numerous banking subsidiaries with regulatory capital classification as "undercapitalized" or "significantly- undercapitalized"; * Certain banking subsidiaries which are generally subject to formal regulatory agreements have received "prompt corrective action" notifications or directives from the FDIC, which require timely action by bank management and the respective boards of directors to resolve regulatory capital ratios which result in classification as less than "adequately- capitalized" (the basis of a PCAN) or to submit an acceptable capital restoration plan to the FDIC (the basis of a PCAD), and it is likely additional PCANs or PCADs may be issued in the future or the banking subsidiaries may be unable to satisfactorily resolve those notices or directives; * Capitol has sold several of its banking subsidiaries during the past few years and has other divestiture transactions p pending. The proceeds from those divestitures have been redeployed at certain remaining banking subsidiaries which have experienced a significant erosion of capital due to operating losses. While those proceeds have been a significant source of funds for redeployment, the Corporation will need to raise significant other sources of new capital in the future; * The Corporation and substantially all of its banking subsidiaries are operating under various regulatory agreements which place a number of restrictions on them and impose other requirements limiting activities and requiring preservation of capital, improvement in regulatory capital measures, reduction of nonperforming assets and other matters for which the entities have not achieved full compliance. * Elevated levels of nonperforming loans and other nonperforming assets as a percentage of consolidated loans and total assets, respectively; and * Significant losses from continuing operations, resulting primarily from elevated provisions for loan losses and costs associated with foreclosed properties and other real estate owned. Capitol said these considerations raise some level of doubt (potentially substantial doubt) as to its ability to continue as a going concern. CAPSALUS CORP: Withdraws Form 15 Notification with SEC ------------------------------------------------------ Capsalus Corp. withdrew its Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty of File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, filed on May 18, 2012. About Capsalus Corp. Atlanta, Ga.-based Capsalus Corp. offers a broad range of solutions to global health problems. WhiteHat Holdings, LLC, was acquired on April 14, 2010. In combining with WhiteHat, the Company is creating a new, consumer-driven business unit, the Nutritional Products Division, focused on healthy food and beverages. The Company reported a net loss of $16.02 million in 2010 and a net loss of $10.89 million in 2009. The Company also reported a net loss of $2.09 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $4.60 million in total assets, $6.77 million in total liabilities, and a $2.16 million total stockholders' deficit. As reported by the TCR on April 21, 2011, Moquist Thorvilson Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered losses from operations since its inception. CIRCUS AND ELDORADO: Has Final OK to Hire KCC as Claims Agent ------------------------------------------------------------- Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. obtained final order from the Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorizing them to employ Kurtzman Carson Consultants LLC as their official claims, noticing and balloting agent. As reported by the Troubled Company Reporter on May 28, 2012, the Debtors obtained interim authorization to employ KCC. On Feb. 23, 2012, the Debtors provided KCC with a $10,000 retainer. As of the Petition Date, KCC held the amount. Prior to the Petition Date, the Debtors have paid to KCC in the aggregate and exclusive of the retainer $7,500. Following termination of services, KCC will return any balance remaining in the retainer to the Debtors following the application of the amount against any unpaid and uncontested fees and expenses. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 The RSA contemplates a proposed plan will be filed no later than June 1, 2012. The plan will contain creditor treatments that have already been negotiated with and agreed to by creditor constituents. The Debtors will seek approval of the explanatory disclosure statement within 45 days after the Petition Date and obtain confirmation of the Plan 60 days later. Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture had assets of $264 million and liabilities of $174 million as of March 31, 2012. The petitions were signed by Stephanie D. Lepori, chief financial officer. CIRCUS AND ELDORADO: Committee Wants to Hire LSC as Nevada Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Circus And Eldorado Joint Venture, et al., asks for permission from the U.S. Bankruptcy Court for the District of Nevada to retain Lionel Sawyer & Collins as Nevada reorganization counsel, nunc pro tunc as of June 5, 2012. With respect to representing the Committee, LSC will work with proposed reorganization counsel Stutman Treister & Glatt to, among other things, assist the Committee in protecting and preserving the interests of the unsecured creditors of the Debtors as a class. LSC and Stutman will make every effort to avoid duplication of services. LSC will be paid these hourly rates: Principals $325 to $650 Of Counsels $350 to $600 Associates $185 to $355 Paralegals $160 to $200 Attorneys expected to be most active in these cases: Jennifer A. Smith $475 Courtney Miller O'Mara $265 John D. Tennert $210 Jennifer A. Smith, Esq., a partner at LSC, attests to the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 The RSA contemplates a proposed plan will be filed no later than June 1, 2012. The plan will contain creditor treatments that have already been negotiated with and agreed to by creditor constituents. The Debtors will seek approval of the explanatory disclosure statement within 45 days after the Petition Date and obtain confirmation of the Plan 60 days later. Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture had assets of $264 million and liabilities of $174 million as of March 31, 2012. The petitions were signed by Stephanie D. Lepori, chief financial officer. CIRCUS AND ELDORADO: Committee Taps Stutman as Bankr. Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Circus and Eldorado Joint Venture, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to retain Stutman, Treister & Glatt Professional Corporation as reorganization counsel, nunc pro tunc as of June 5, 2012. Jennifer A. Smith of Lionel Sawyer & Collins has agreed that her firm will be designated as Nevada counsel to the Committee. ST&G will work cooperatively with LSC to ensure that any duplication of efforts is avoided, and ST&G intends to delegate work to LSC as appropriate. ST&G will, among other things, advise the Committee of its powers and responsibilities under the U.S. Bankruptcy Code. ST&G will, among other things, assist the Committee in protecting and preserving the interests of the unsecured creditors of the Debtors as a class for these hourly rates: Principals $535-$950 Of Counsels $550-$895 Associates $285-$495 Law Clerks $250-$270 Paralegals $240 Attorneys expected to be most active in these cases: Eve H. Karasik $750 Christine M. Pajak $565 Danielle A. Pham $315 Kendra A. Johnson, Paralegal $240 Eve H. Karasik, Esq., a member at ST&G, attests to the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 The RSA contemplates a proposed plan will be filed no later than June 1, 2012. The plan will contain creditor treatments that have already been negotiated with and agreed to by creditor constituents. The Debtors will seek approval of the explanatory disclosure statement within 45 days after the Petition Date and obtain confirmation of the Plan 60 days later. Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture had assets of $264 million and liabilities of $174 million as of March 31, 2012. The petitions were signed by Stephanie D. Lepori, chief financial officer. CIRCUS AND ELDORADO: Cash Use Hearing Delayed to June 25 -------------------------------------------------------- Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. entered into a stipulation with the Official Committee of Unsecured Creditors, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee with respect to that certain Indenture dated March 5, 2002, regarding the Debtor's motion to use cash collateral on a final basis and related deadlines with respect to Creditors Committee. On May 18, 2012, the Court entered its order granting the cash collateral motion and approving the interim cash collateral stipulation on an interim basis, and the Court scheduled a June 12 hearing to consider the approval of the Debtors' use of cash collateral on a final basis. The parties believe that it is in the best interests of all parties-in-interest and the estates that the Court approve the stipulation, including the continuance of the final cash collateral hearing in order to provide the Committee with a reasonable opportunity to gather and consider relevant information and engage in further discussions with the Debtors and the Prepetition Indenture Trustee regarding the cash collateral motion and the concerns raised by the Committee with respect thereto. The stipulation provides for, among other things: -- The final hearing on the cash collateral motion and the Debtors' use of cash collateral on a final basis will be continued to the omnibus hearing date calendared for June 25, for the sole purpose of resolving any then-outstanding issues raised by the Committee in any Committee objection that may be filed. -- The deadline for the Committee to file and serve any objection or response to the cash collateral motion and entry of the final order will be June 15, 2012, at 12 noon prevailing Pacific Time. -- the Committee objection deadline will only apply, and only be available, to the Committee. -- the objection deadline with respect to all other parties in interest in these Chapter 11 cases expired on June 1. -- the deadline for the Debtors or the Prepetition Indenture Trustee to file and serve any reply or otherwise respond to any Committee objection will be June 21 at 5 p.m. -- the deadline of the interim cash collateral stipulation for the Debtors to obtain entry of the final order will be extended until June 29. The terms and conditions of the interim cash collateral stipulation will otherwise remain unchanged and in full force and effect pending the outcome of the June 25 hearing. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a premier 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital Corp. is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. CIRCUS AND ELDORADO: U.S. Trustee Forms 3-Member Creditors Panel ---------------------------------------------------------------- August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. The Committee consists of: 1. Associated Laundry Management, LLC Attn: Greg Anderson Associated Laundry Management 250 Burge Lane Reno NV 89503 Tel: (775) 329-6433 Fax: (775) 329-6730 E-mail: gjaconsult@aol.com 2. International Game Technology Attn: Gent K. Culver, Credit Manager 9295 Prototype Drive Reno NV 89521 Tel: (775) 448-0130 Fax: (775) 448-0401 E-mail: gent.culver@igt.com 3. Shuffle Master Inc. Attn: Darrell Horton, A/R and Revenue Manager 1106 Palms Airport Drive Las Vegas NV 89119 Tel: (702) 270-5138 Fax: (888) 234-3881 E-mail: dhorton@shufflemaster.com About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a premier 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital Corp. is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. CLARE AT WATER: DIP Lender Paid in Cash from Assets Sale -------------------------------------------------------- The Clare at Water Tower asks the U.S. Bankruptcy Court for the Northern District of to authorize the amendment clarifying the Court's order entered on Dec. 21, 2011. The Court previously entered a final order authorizing the Debtor to obtain up to $12,000,000 in postpetition financing on a senior secured superpriority basis from Redwood Capital Investments, LLC, or its designee. A copy of the Final DIP Order is available for free at http://bankrupt.com/misc/clareatwater.doc151.pdf The DIP Facility was set to mature by May 11, 2012, and required the Debtor to pursue a sale of its assets. On May 18, in response to concerns raised by the DIP Lender with respect to timing of the payments in respect of the DIP Loan Agreement, the Debtor filed a notice of filing of proposed amended final order, notifying parties-in-interest of the proposed additional language to be added to the final DIP order: Asset Sale. In accordance with the Debtor's Fifth Amended Plan of Reorganization, the DIP Lender will be paid in cash at closing from the proceeds of the asset sale. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Houlihan Lokey Capital, Inc., as its investment banker and financial advisor. Deloitte Financial Advisory Services LLP serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. The Debtor, in its amended schedules, disclosed $56.8 million in assets and $321.7 million in liabilities. The petition was signed by Judy Amiano, president. The Official Committee of Unsecured Creditors proposed to retain SNR Denton US LLP as counsel. The Committee also tapped FTI Consulting, Inc., as its financial advisor. In April 2012, Chicago Senior Care won confirmation of its reorganization plan. All voting classes were in favor of the plan. Chicago Senior Care had contracted before an auction to buy the facility for $29.5 million cash. The buyer is a venture among Senior Care Development LLC, Fundamental Advisors LP, and Life Care Companies LLC. Assuming the facility were sold at the original price, the disclosure statement told holders of $232.8 million in secured bonds that they should recover 15%. CLARE OAKS: DIP Loan's Auction Deadline Extended to Aug. 14 ----------------------------------------------------------- Clare Oaks asks the U.S. Bankruptcy Court for the Northern District of Illinois to amend a prior order authorizing access to postpetition financing. The final DIP order authorized the Debtor to execute, deliver and perform one or more amendments, waivers, consents or other modifications to and under the DIP Documents not inconsistent with the terms of the final order by filing notice of amendment, waiver, consent or other modification with the Court. The Debtor's primary purposes in seeking the amendment are to extend and modify the sales milestones, and to extend the maturity date of the DIP Loan by one month. These purposes are achieved by the amendment, which also increases the limit on reimbursable expenses in Section 4.8(c) of the DIP Credit Agreement by $25,000, and pays a $60,000 amendment fee to the DIP Lender. Certain milestones are also amended to reflect that, among other things: i) not later than June 29, 2012, the borrower have filed a motion for approval of certain bid procedures and authority to sell its assets to the stalking horse bidder or such other bidder making a higher and better offer for the assets; and ii) if applicable, on or before Aug. 14, 2012, borrower will have conducted a auction for the purchase of all or substantially all of the borrower's assets. A full-text copy of the latest amendment is available for free at http://bankrupt.com/misc/Clareoaks_amenddiploandocs.pdf A previous amendment to Senior Secured Superpriority Debtor-in- possession Loan Agreement dated as of May 8, 2012, with Senior Care Development, LLC, extended the maturity date of the loan until Aug. 31, 2012, from July 31, 2012. A copy of the document is available for free at http://bankrupt.com/misc/SISTERSOFsTJOSEPH_financing_amendment.pdf As reported in the Troubled Company Reporter on March 14, 2012, the Hon. Pamela S. Hollis, in a final order, authorized Clare Oaks to obtain postpetition financing in the form of a multiple draw term loan made available to the Debtor in a principal amount of up to $6 million with superpriority claims and first priority priming liens senior to any prepetition or postpetition liens from Senior Care Development, LLC or its designee. Under the DIP Order, all of the DIP Obligations will constitute allowed superpriority claims against the Debtor. In addition, the DIP Lender will have the right to credit bid up to the entire amount of the DIP Obligations and/or bid in excess of the amount of the DIP Obligations, in any sale of DIP Collateral or in connection with any plan of reorganization. The DIP credit agreement provides that up to $5 million of the funds may be used solely to (i) pay interest, fees and expenses in connection with the loan; (ii) fund postpetition operating expenses incurred by the Borrower in the ordinary course of business; and (iii) pay certain costs and expenses in connection with the administration of the Chapter 11 case. Up to $1 million of the Loan Proceeds may be solely used to make adequate protection payments to Wells Fargo Bank, National Association, as master trustee and bond trustee for series 2006 Illinois Finance Authority Revenue Bonds (Clare Oaks Project), for the benefit of itself and the holders of prepetition debt. A full-text copy of the final DIP order is available for free at: http://bankrupt.com/misc/SISTERSSTJOSEPH_dipfinancing_order.pdf About Clare Oaks Clare Oaks, an Illinois not-for-profit corporation organized under section 501(c)(3) of the Internal Revenue Code, operates a namesake continuing care retirement community in Bartlett, Illinois. Its members are the Sisters of St. Joseph of the Third Order of St. Francis, a Roman Catholic religious institute, who are elected and serving as the members of the Central Board of the Congregation. Clare Oaks is managed by CRSA/LCS Management LLC, an affiliate of Life Care Services LLC. Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides over the case. David R. Doyle, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago, serve as the Debtor's counsel. North Shores Consulting serves as the Debtor's operations consultant. Continuum Development Services and Alvarez & Marsal Healthcare Industry Group LLC serve as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief Restructuring Officer. Sheila King Marketing + Public Relations serves as communications advisors. CliftonLarsonAllen is the Debtor's accountants. B.C. Ziegler and Company is the Debtor's proposed investment banker and financial advisor. In its petition, Clare Oaks estimated $100 million to $500 million in assets and debts. The petition was signed by Michael D. Hovde, Jr., president. Attorneys at Neal Wolf & Associates, LLC, represent the Official Committee of Unsecured Creditors as counsel. Wells Fargo, as master trustee and bond trustee, is represented by Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq., and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC. Sovereign Bank, the letters of credit issuer, is represented by John R. Weiss, Esq., at Duane Morris LLP. Senior Care Development LLC, the DIP Lender, is represented by William S. Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen & Snyder LLP. CLEARWIRE CORP: 12 Directors Elected at Annual Meeting ------------------------------------------------------ The annual meeting of stockholders of Clearwire Corporation was held on June 14, 2012. Three items of business were acted on by stockholders at the Annual Meeting: (i) The election of 12 directors to serve on the Board of Directors of the Company until the next Annual Meeting or their respective successors are elected and qualified, namely: (1) John W. Stanton; (2) William R. Blessing; (3) Bruce A. Chatterley; (4) Mufit Cinali; (5) Jose A. Collazo; (6) Hossein Eslambolchi; (7) Dennis S. Hersch; (8) Brian P. McAndrews; (9) Erik E. Prusch; (10) Kathleen H. Rae; (11) Theodore H. Schell; and (12) Jennifer L. Vogel. (ii) The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2012. (iii) The approval, on an advisory basis, of the compensation of the Company's named executive officers. About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss attributable to the Company of $717.33 million in 2011, a net loss attributable to the Company of $487.43 million in 2010, and a net loss attributable to the Company of $325.58 million in 2009. The Company's balance sheet at March 31, 2012, showed $8.89 billion in total assets, $5.71 billion in total liabilities and $3.17 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. "The downgrade reflects our concerns that the company may choose to skip its $237 million of interest payments due on Dec. 1, 2011," explained Standard & Poor's credit analyst Allyn Arden. "With about $698 million of cash on the balance sheet, Clearwire has sufficient funds to pay the remaining interest expense due in 2011, although Standard & Poor's believes that it would still have to raise significant capital to maintain operations in 2012 despite the cost-reduction measures it has already achieved. If Clearwire elected to make the interest payment, we believe that it would exit 2011 with around $350 million to $400 million in cash, which assumes less than $100 million of capital expenditures and EBITDA losses. We do not believe that this cash balance will be sufficient to cover free operating cash flow (FOCF) losses and a Long-Term Evolution (LTE) wireless network overlay in 2012 and that the company will require additional funding during the year." COLONIAL BANCGROUP: Execs to Pay $2.5MM to Settle ERISA Claims -------------------------------------------------------------- Bill Donahue at Bankruptcy Law360 reports that a group of officers from Colonial BancGroup Inc. cut a $2.5 million deal Friday to end a consolidated class action accusing them of badly mismanaging the bank's employee retirement plans. Bankruptcy Law360 relates that the agreement will put to rest claims that the executives violated the Employment Retirement Income Security Act by buying up the troubled bank's own stock with its employees' pension assets. The employees said Colonial bigwigs knew, or should have known, about questionable practices that eventually brought the bank down. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. In June 2011, the Bankruptcy Court confirmed Colonial BancGroup's revised Chapter 11 liquidation plan over the FDIC's objection. Kevin O'Halloran was appointed as Plan trustee. He has tapped Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation and conflicts counsel. COMARCO INC: Incurs $712,000 Net Loss in April 30 Quarter --------------------------------------------------------- Comarco, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $712,000 on $2.20 million of revenue for the three months ended April 30, 2012, compared with a net loss of $1.26 million on $2.94 million of revenue for the same period during the prior year. The Company's balance sheet at April 30, 2012, showed $4.88 million in total assets, $6.89 million in total liabilities and a $2.01 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/4eInVr About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco reported a net loss of $5.31 million for the year ended Jan. 31, 2012, compared with a net loss of $5.97 million during the prior year. After auditing the fiscal 2012 results, Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cashflow from operations, has had declining working capital and uncertainties surrounding the Company's ability to raise additional funds. CONQUEST AIR: Court Limits Attachment of Tax Liens -------------------------------------------------- Bankruptcy Judge Craig A. Gargotta ruled that Travis County's tax liens against the personal property of Conquest Airlines Corporation attached only to that personal property that was located in Travis County or the appropriate taxing jurisdiction. The Travis County tax lien is deemed to have attached and perfected only to the property that was located in and disposed of by the Trustee in Travis County. Conquest Airlines' property sold in Jefferson County is not subject to the Travis County tax lien. The Travis County Tax Assessor-Collector filed a series of claims based upon tax liens on behalf of Travis County, City of Austin, Austin Independent School District, and Austin Community College in 1996, 1997, and 1998. Each claim was intended to be an amendment of the previous claim. The final amount claimed by Travis County is $509,277.35 for taxes from the years 1990 through 1997. The final sum claimed was for ad valorem taxes on personal property of the Debtor. C. Daniel Roberts, the Chapter 7 Trustee, objected to those allegedly secured claims on the grounds that they did not attach to any property or proceeds that the Trustee proposed to distribute in the case. The Trustee argues that Travis County's tax lien attaches only to the personal property sold in Travis County and that it did not attach to the personal property sold in Jefferson County. Travis County argues that its tax liens attached to the Debtor's personal property regardless of the fact that it was located in -- and subject to -- a separate taxing authority's jurisdiction. A copy of the Court's June 15, 2012 Memorandum Opinion and Order is available at http://is.gd/nCzfSvfrom Leagle.com. Conquest Airlines Corporation filed a voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 96-10215) on Jan. 23, 1996. The Court confirmed an Amended Chapter 11 Plan on Dec. 9, 1996. On motion of creditor Jet Acceptance Corporation, the case was converted to Chapter 7 on Sept. 10, 1997. A Chapter 7 Trustee was subsequently appointed. The Trustee has liquidated much of the estate, including various items of personal property belonging to the Debtor located in Jefferson County, Texas, and Travis County, Texas. COUDERT BROTHERS: Creditors Oppose Immediate Appeal on Fees ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that whether former partners from Dewey & LeBoeuf LLP will be required to give up fees from completing unfinished business is an issue likely to be decided first in the liquidation of Coudert Brothers LLP, another defunct law firm. The report relates that in the Coudert case, the parties are jousting over whether there will be a quick appeal to the U.S. Court of Appeals in Manhattan. An immediate appeal will tell former Dewey partners sooner rather than later whether they can keep fees earned at their new law firms. Mr. Rochelle recounts that in late May, U.S. District Judge Colleen McMahon in New York ruled that partners leaving a dissolving law firm are at risk of working for free at the new law firm if they complete projects begun at the old firm. Judge McMahon's decision didn't decide all the issues in the lawsuits and therefore isn't eligible for an immediate appeal to the Court of Appeals. Knowing the law firms on the losing side would want an interlocutory appeal, Judge McMahon told both sides to submit papers from which she will decide whether to recommend that an appeal be allowed before the lawsuits are completely finished. The law firms on the losing end submitted papers on May 6 contending that an immediate appeal will resolve controlling issues of law. The papers state that the same issues may arise in the Dewey liquidation if creditors elect to sue the law firms that took in departing Dewey partners. The creditors' representative in the Coudert liquidation filed papers last week arguing there should be no immediate appeal. Judge McMahon hasn't said when she will rule on allowing a quick appeal. If there is an appeal, Dewey partners can seek permission to file friend-of-the-court briefs. Bloomberg also reports that Dewey is hiring an agent to assist in collecting $217.4 million in billed and unbilled charges owing by clients when the law firm's liquidation began on May 28. On-Site Associates LLC, the proposed the collection agent, will receive commissions based on recoveries. The fee structure isn't being disclosed, aside from a $150,000 retainer the firm is to receive. There will be a hearing on July 9 in U.S. Bankruptcy Court in New York to approve the retention. On-Site managed collection of receivables for other liquidated law firms, including Howrey LLP, Thelen LLP, Heller Ehrman LLP and Brobeck Phleger & Harrison LLP. Papers were filed this week for approval of the retention of other professionals to assist in the liquidation. McMahon's decision in the Coudert case is Development Specialists Inc. v. Akin Gump Strauss Hauer & Feld LLP, 11-cv- 5994, U.S. District Court, Southern District of New York (Manhattan). About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. About Dewey & LeBoeuf New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey & LeBoeuf has won Court authority to use lenders' cash collateral through July 31, 2012. CROSSOVER FINANCIAL: Court Yet to Decide on Case Dismissal Plea --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado, according to Crossover Financial I, LLC's case docket, is yet to rule on the motion to dismiss the Debtor's case. At the May 21 hearing, the Court ordered that: -- the parties to submit proposed findings and conclusions for the Court by June 4, 2012; -- the parties will address the state court findings and conclusions and issue and claim preclusion; and -- the parties will also address any applicable or controlling state law with respect to the issues presented. Once the proposed findings and conclusions are submitted, the Court may issue its ruling without further notice or hearing. Previously, the Debtor and First Region Bank c/o Trust Administrative Services Corporation FBO Philip P. DeCelles, Account# xxx797, by and through Philip P. DeCelles, note holders and The DeCelles Trust dated Jan. 10, 2006, Philip P. DeCelles, Trustee, or Nancy L. DeCelles, trustee, by and through Philip P. DeCelles and Nancy L. DeCelles, as Co-Trustee submitted a stipulation to bifurcate the May 21, 2012, hearing. Set for evidentiary hearing on May 21, are the following: -- DeCelles Creditors' (First) motion to dismiss filed Sept. 20, 2011; -- DeCelles Creditors' Second motion to dismiss filed Dec. 29, 2011; and -- adequacy of Debtor's Disclosure Statement filed Oct. 28, 2011. As reported in the Troubled Company Reporter on Feb. 27, 2012, the Debtor objected to the second motion to dismiss filed by First Regional Bank, c/o Trust Administrative Services Corporation FBO Philip P. DeCelles, Account #xxx797, by and through Philip P. DeCelles, note holders, and The DeCelles Trust dated Jan. 10, 2006. The DeCelles Group argued that the Debtor's bankruptcy case was filed without requisite authority. The DeCelles Group relied on a Membership Pledge and Security Agreement granted to each of the Note Holders in connection with the promissory notes under the Private Placement Memorandum. On behalf of the Debtor, Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., noted that the root of the DeCelles Group's argument was that the security interest is self executing, and upon a default of any respective promissory note, divested the control of Debtor's management from its sole member, Mitchell Yellen. Mr. Nicholls submitted that the exercise of rights set forth in the Membership Pledge and Security Agreement is permissive and voluntary. No allegation was made in the motion or elsewhere that any of the beneficiaries of security interests foreclosed upon the membership interests. In a separate filing, creditors -- William R. Bowman and Geri A. Bowman; Bruce D. Hacker and Nancy J. Hacker; H. Thomas Hall and Louise M. Hall; Donna M. Harmon; James B. House; Curtis Massey; Kathleen H. Barton; Integrity Bank & Trust, f/b/o IBAT, a Colorado corporation Stephen L. Schwartzbach, through their counsel, Daniel K. Usiak, Jr., notified the Court and all parties-in-interest that they had withdrawn their motion to dismiss the Debtor's Chapter 11 case. About Crossover Financial Crossover Financial I, LLC, based in Elizabeth, Colorado, was formed on Aug. 12, 2005. Mitchell B. Yellen is the manager and sole member. The Company was formed for the purpose of raising funds through a Private Placement Memorandum to be loaned to an entity known as HPR, LLC, in connection with the acquisition and development of 440 acres of real property located in El Paso County. HPR consisted of three members: Colorado Commercial Builders, Inc. (37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP (42.5%). Mitchell Yellen held an interest in the Yellen Family Partnership, LLLP. The project stalled primarily as a result of a collapse in the residential real estate development market in 2007 and potential developers pulled out of the project. There has been no further development activity on the Real Property since 2007. Faced with the prospect of a lengthy foreclosure proceeding, the Debtor entered into to an agreement with HPR whereby the Real Property was transferred to the Debtor by way of a deed-in-lieu of foreclosure. Upon acquiring the Real Property, the Debtor attempted to bring in additional developers to continue the project but those efforts were unsuccessful. The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on June 15, 2011. Judge Sidney B. Brooks presides over the case. Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in Denver, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Mitchell B. Yellen. Karen McClaflin of Home Source Realty, LLC, Colorado acts as real estate broker for the Estate. An official unsecured creditors committee has not been appointed. CRYSTALLEX INT'L: Appellate Court Affirms DIP Loan Approval ----------------------------------------------------------- Crystallex International Corporation has obtained a court order which allows it to delay holding its annual meeting pending a further order of the Court. Crystallex filed for creditor protection in Canada on Dec. 23, 2011. In lieu of issuing a management information circular in respect of its 2011 fiscal year at this time, Crystallex will prepare and file with applicable Canadian securities regulatory authorities, and will also distribute to its shareholders, an information document that will contain information substantially similar to that required to be set out in a management information circular, including disclosure regarding the board of directors, executive and director compensation and corporate governance practices. The information document will be filed on SEDAR at http://www.sedar.comunder the Company's profile and is expected to be mailed to shareholders (together with the Company's audited fiscal 2011 financial results) later this year. The Company is also pleased to announce that the Court of Appeal (Ontario) has dismissed the appeal by the holders of the Company's $100,000,000 unsecured notes of the orders made by the Ontario Superior Court of Justice on April 16, 2012 approving the Company's debtor-in-possession financing and the Company's Management Incentive Plan. The orders approving the DIP Financing and the Management Incentive Plan, as well as the endorsement of these orders, are available at the monitor's website at http://www.ey.com/ca/crystallex. The noteholders have advised the Company that it is their intention to seek leave to appeal the decision of the Court of Appeal to the Supreme Court of Canada. About Crystallex Crystallex International Corporation is a Canadian based mining company, with a focus on acquiring, exploring, developing and operating mining projects. Crystallex has successfully operated an open pit mine in Uruguay and developed and operated three gold mines in Venezuela. The Company's principal asset is its international claim in relation to its investment in the Las Cristinas gold project located in Bolivar State, Venezuela. On Dec. 23, 2011, announced that it obtained an order from the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act (Canada) (CCAA). Ernst & Young Inc. was appointed monitor under the order. Crystallex has also commenced a proceeding under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware in order to ensure that relevant CCAA orders are enforced in the United States. The Bankruptcy Court has recognized Crystallex's CCAA proceeding as well as the initial order and subsequent stay extension of the Ontario Superior Court of Justice. The Company reported a net loss of US$33.7 million for the nine months ended Sept. 30, 2011, compared with a net loss of US$27.7 million for the same period in 2010. The Company reported losses from continuing operations of US$22.0 million and US$14.5 million for the nine months Sept. 30, 2011, and 2010, respectively. Following the Government of Venezuela's unilateral cancellation of the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3, 2011, the Company filed for arbitration before ICSID's Additional Facility and commenced the process of handing the Las Cristinas project back to the Government of Venezuela. The handover to the Government of Venezuela was completed on April 5, 2011, upon receipt of a certificate of delivery from the Corporacion Venezolana de Guayana (the "CVG"). As a result, the Company has determined that its operations in Venezuela should be accounted for as a discontinued operation. The Company reported losses from discontinued operations of US$11.7 million and US$13.1 million for the nine months ended Sept. 30, 2011, respectively. The Company's balance sheet at Sept. 30, 2011, showed US$19.8 million in total assets, US$115.17 million in total liabilities and a stockholders' deficit of US$95.3 million. DELBERT HODGE: Court Clarifies Plan Payments to BankUnited ---------------------------------------------------------- Chief Bankruptcy Judge James M. Marlar ruled that Delbert C. Hodge and Renee D. Hodge are required under their confirmed Chapter 11 plan to pay mortgage lender BankUnited $409.24 with respect to their property at 2275 W. Pecan Rd. in Phoenix, Arizona, and $914.82 with respect to their property at 6810 S. 15th St. also in Phoenix. BankUnited had argued that the Debtors are required to pay those amounts plus more, and that the Debtors are in default under the Plan for failing to make additional payments. The Court, however, noted BankUnited failed to object to the distribution schedule provided in the Plan. A copy of the Court's June 13, 2012 Memorandum Decision is available at http://is.gd/eFYewUfrom Leagle.com. Delbert C. Hodge and Renee D. Hodge filed an individual Chapter 13 case (Bankr. D. Ariz. Case No. 09-26411) on Oct. 19, 2009. The case was converted to a Chapter 11 case on Dec. 1, 2009. The Court entered an order confirming the Debtors' First Amended Plan of Reorganization, as Modified, on Dec. 21, 2010. German Yusufov, Esq., represents the Debtors. Leonard McDonald, Esq., argues for BankUnited. DELTRON INC: Common Stock No Longer Trades on OTCQX --------------------------------------------------- The Board of Directors of Deltron, Inc., filed a Form 15-D with the Securities and Exchange Commission voluntarily suspending its reporting obligations with the SEC. As a result of this action, the common stock of the Company is no longer traded on the OTCQX Bulletin Board. The Company continues to trade on the OTC Markets, formerly the "PINKS". The Board of Directors resolution, which passed on June 11, 2012, expresses the Board's intention to use this moratorium to better utilize its resources to more efficiently bolster operations to attract suitable merger or acquisition candidates to be better able in the future to afford the cost of reporting compliance. The Company is actively engaged in seeking a suitable merger or acquisition partner along with a renewed financing activity to allow it to continue its business development. Once adequate sustainable financing has been secured, the Company will resume its reporting obligation. About Deltron Garden Grove, Calif.-based Deltron, Inc., is a manufacturing company with two distinct business segments: polyurethane and rebreather. The Company's primary business is Elasco, Inc., which is focused on manufacturing technology for plastic and polyurethane products. The Company's secondary business segment is focused on the development of deep-sea exploration breathing technology marketed as Blu Vu. The Company reported a net loss of $7.9 million on $3.5 million of sales for fiscal 2011, compared with a net loss of $360,590 on $2.5 million of sales for fiscal 2010. The Company's balance sheet at Sept. 30, 2011, showed $4.0 million in total assets, $12.4 million in total liabilities, and a stockholders' deficit of $8.4 million. Cacciamatta Accountancy Corporation, in Irvine, Calif., noted in its report on the Company's 2011 financial results that the Company has incurred recurring losses from operations and negative cash flows from operating activities and has a net stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. DEWEY & LEBOEUF: Issue on Unfinished Work in Coudert Case --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that whether former partners from Dewey & LeBoeuf LLP will be required to give up fees from completing unfinished business is an issue likely to be decided first in the liquidation of Coudert Brothers LLP, another defunct law firm. The report relates that in the Coudert case, the parties are jousting over whether there will be a quick appeal to the U.S. Court of Appeals in Manhattan. An immediate appeal will tell former Dewey partners sooner rather than later whether they can keep fees earned at their new law firms. Mr. Rochelle recounts that in late May, U.S. District Judge Colleen McMahon in New York ruled that partners leaving a dissolving law firm are at risk of working for free at the new law firm if they complete projects begun at the old firm. Judge McMahon's decision didn't decide all the issues in the lawsuits and therefore isn't eligible for an immediate appeal to the Court of Appeals. Knowing the law firms on the losing side would want an interlocutory appeal, Judge McMahon told both sides to submit papers from which she will decide whether to recommend that an appeal be allowed before the lawsuits are completely finished. The law firms on the losing end submitted papers on May 6 contending that an immediate appeal will resolve controlling issues of law. The papers state that the same issues may arise in the Dewey liquidation if creditors elect to sue the law firms that took in departing Dewey partners. The creditors' representative in the Coudert liquidation filed papers last week arguing there should be no immediate appeal. Judge McMahon hasn't said when she will rule on allowing a quick appeal. If there is an appeal, Dewey partners can seek permission to file friend-of-the-court briefs. Bloomberg also reports that Dewey is hiring an agent to assist in collecting $217.4 million in billed and unbilled charges owing by clients when the law firm's liquidation began on May 28. On-Site Associates LLC, the proposed the collection agent, will receive commissions based on recoveries. The fee structure isn't being disclosed, aside from a $150,000 retainer the firm is to receive. There will be a hearing on July 9 in U.S. Bankruptcy Court in New York to approve the retention. On-Site managed collection of receivables for other liquidated law firms, including Howrey LLP, Thelen LLP, Heller Ehrman LLP and Brobeck Phleger & Harrison LLP. Papers were filed this week for approval of the retention of other professionals to assist in the liquidation. McMahon's decision in the Coudert case is Development Specialists Inc. v. Akin Gump Strauss Hauer & Feld LLP, 11-cv- 5994, U.S. District Court, Southern District of New York (Manhattan). About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. About Dewey & LeBoeuf New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey & LeBoeuf has won Court authority to use lenders' cash collateral through July 31, 2012. DIAMOND BEACH: Court OKs Employment of Hoover Slovacek as Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized Diamond Beach VP LLP, and Sapphire VP, LP, to employ Hoover Slovacek LLP as counsel. Edward L. Rothberg is designated as attorney-in-charge for the representation by the firm of the Debtor in the case. The hourly rates of the HSLLP's personnel are: Mr. Rothberg $395 Annie Catmull $310 Melissa Haselden $275 T. Josh Judd $250 Mazelle S. Krasoff $175 Legal Assistants/Paralegals $85 to $125 Prepetition, HSLLP received $58,829 retainer for postpetition representation. In an amended application to employ HSLLP, the Debtor disclosed that on March 21, 2012, HSLLP received $50,000 from Randall Davis, manager and general partner of the Debtor. Prepetition services and expenses amounting to $20,198 was billed against the retainer, leaving a retainer balance of $29,801. The Debtor and International Bank of Commerce had reached an agreement, subject to Court approval, regarding providing for IBC to withdraw its objection to the Debtor's application. In the event the agreement between the Debtor and IBC and Premier Tierra Holding, Inc., substantially similar to that set forth in the Plan Term Sheet executed is not approved by the Court, IBC and Premier Tierr may seek reconsideration of the relief granted. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Diamond Beach VP Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on April 2, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets and $28.24 million in liabilities in its schedules. The Debtor owns the Diamond Beach Condominiums located at Galveston, Texas. The property is worth $29.4 million and secures a $27.3 million debt to the International Bank of Commerce. Judge Richard S. Schmidt oversees the case. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel. The petition was signed by Randall J. Davis, as manager of the Debtor's general partner. DIAMOND BEACH: International Bank Seeks Chapter 11 Case Dismissal ----------------------------------------------------------------- International Bank of Commerce asks the U.S. Bankruptcy Court for the Southern District of Texas to dismiss the Chapter 11 case of Diamond Beach VP LLP, and sanction the Debtor and Randall J. Davis for filing the bankruptcy case in bad faith. According to IBC, Mr. Davis, manager of the general partner of the Debtor, authorized the filing of the Debtor's case for the sole purpose of trying to limit his personal liability in excess of $10 million on a guarantee of IBC's claims. IBC asserts that the case was not filed so that the Debtor could reorganize. The Debtor admitted that this is a single asset real estate case and its only asset is its interest in a beachfront condominium project in Galveston, Texas. About Diamond Beach VP Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on April 2, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets and $28.24 million in liabilities in its schedules. The Debtor owns the Diamond Beach Condominiums located at Galveston, Texas. The property is worth $29.4 million and secures a $27.3 million debt to the International Bank of Commerce. Judge Richard S. Schmidt oversees the case. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel. The petition was signed by Randall J. Davis, as manager of the Debtor's general partner. EAST HARLEM: Plan of Reorganization Wins Court Confirmation ----------------------------------------------------------- The Hon. James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York confirmed East Harlem Property Holdings, LP's Second Amended Plan of Reorganization dated April 30, 2012. According to the Amended Disclosure Statement dated April 30, 2012, on the Effective Date, the Debtor will sell, assign, and transfer all of its right title and interest in the membership interests to SG2-E&M Harlem Portfolio Owner LLC in exchange for $4.75 million. The sale, assignment and transfer to SG2 is an arm's-length transaction. Neither the Debtor nor its partners, members or shareholders are affiliated with SG2. Under the Plan, the Debtor intends to treat claims as: Class 1: Secured Claim -- On the Effective Date, the Debtor will, among other things, sell and assign all of its right, title and interest in the Membership Interest to SG2. C-III Acquisitions LLC will release any liens and claims in and to the membership interests and the proceeds of the sale price, and exchange general releases with the Debtor. Class 2: Priority Claims -- All Allowed Priority Claims will be paid in full on or within 15 days after the Effective Date. Class 3: Unsecured Claims -- Allowed Unsecured Claims will be paid in full on or within 15 days after the Effective Date, or upon such other terms as agreed between the Debtor and holders of Allowed Class 3 claims. Class 4: Partner Interests -- The holders of Allowed Partner Interests in the Debtor will be paid any funds remaining in the Confirmation Account after the payment of Allowed Claimants in accordance with the Plan. A full-text copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/EAST_HARLEM_ds_amended.pdf About East Harlem East Harlem Property Holdings, LP, is a limited partnership formed in Delaware on March 13, 2007. The Debtor owns 100% of the limited liability company membership interests in 27 special purpose entities, which own, in the aggregate, approximately 1,200 residential units and 50 commercial units located within 47 buildings located in New York, New York. The Real Properties are primarily located in an area bounded by 100th Street to the south, 188th Street to the north, Pleasant Avenue to the east and Park Avenue to the west. The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011. Judge James M. Peck presides over the bankruptcy case. Joseph S. Maniscalco, Esq., and Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York, represents the Debtor as counsel. In its schedules, the Debtor disclosed assets of $230 million and liabilities of $27.8 million. The petition was signed by Linda Greenfield, vice president of Harlem Housing, LLC, sole and managing member of East Harlem GP, LLC, general partner. EMPIRE LAND: Former CEO, Attorneys Escape Sanctions in Ch. 7 Row ---------------------------------------------------------------- Matt Fair at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Mark Houle on Monday rejected motions by Empire Land LLC trustee Richard K. Diamond to sanction the Company's former CEO, James Previti, and his legal counsel, while simultaneously denying Previti's own motion for leave to sue Diamond. About Empire Land Headquartered in Ontario, California, Empire Land, LLC, dba Empire Land Development, LLC -- http://www.epinc.com/-- develops communities and other land construction projects located in California and Arizona. As of March 31, 2008, the company owned at least 11,800 lost in 14 separate land projects. The company and seven of its affiliates filed for Chapter 11 protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008. James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the Debtors in their restructuring efforts. The U.S. Trustee for Region 16 has appointed three creditors to serve on an Official Committee of Unsecured Creditors in these cases. The Committee selected Landau & Berger LLP as its general bankruptcy counsel. Empire Land estimated assets and debts between $100 million to $500 million. ENERGY CONVERSION: Solar Business Assets Auction on June 26 ----------------------------------------------------------- Energy Conversion Devices, Inc. and its wholly-owned subsidiary United Solar Ovonic LLC will sell by public auction, to be authorized by the U.S. Bankruptcy Court, substantially all of its assets relating to its solar business. The auction will commence on June 26, 2012. Assets for sale will include machinery, equipment, intellectual property, furniture, real estate and inventory. The auction sale process has been designed to facilitate the sale of assets in various bulk and piecemeal configurations, and to maximize the opportunity to sell the integrated assets in bulk to permit future manufacturing of USO's proprietary Uni-Solar(C) brand thin-film solar laminates. The live webcast auction sale will commence on Tuesday June 26, 2012 at 9:00 AM ET at USO's Greenville, Michigan facility for the bulk lots, followed by an online auction sale for the piecemeal lots. The thousands of individual lots to be sold online will have staggered closing times commencing on June 27. Only qualified and registered bidders may participate in the bidding. Qualification, registration and deposit requirements can be found at: http://www.hgpauction.com/?auctionid=193and http://www.hilcoind.com/sales/index.aspor by contacting the auctioneers, Robert Levy at+1(248) 254-9999 or Brandon Smith +1(973) 265-4090. Heritage Global Partners, Hilco Industrial, Maynard's and Van Acker Associates will be conducting the sale. Sale details, lot configurations and terms and conditions of sale can be found on the following web sites: http://www.hgpauction.com/?auctionid=193 , http://www.hilcoind.com/sales/index.aspand www.maynards.com . About Hilco and Heritage Hilco Industrial provides industrial machinery, equipment and inventory on-site, online and combination "webcast" auctions and negotiated sales. Maintaining offices worldwide, Hilco Industrial is a unit of Hilco Trading, LLC, an international leader in asset valuation and disposition services. Heritage Global Partners, a Counsel RB Capital company, is a leading asset advisory and auction services firm, assisting large and small companies in asset brokerage, inspection, valuations, industrial equipment, real estate and enterprise auctions. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). Daniel McDermott, the U.S. Trustee for Region 9, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Energy Conversion Devices, Inc., et al. Foley & Lardner represents the Committee their counsel. ENERGY CONVERSION: Committee Balks at Alwitra-Led Bidding Process ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Conversion Devices, Inc. and United Solar Ovonic LLC submitted with U.S. Bankruptcy Court for the Eastern District of Michigan a limited objection to the Debtors' motion for an order approving the sale of solar laminates. Specifically, the Committee asked that the Court deny the sale motion until the Debtors submit to a higher and better bid process for the laminates while still binding Alwitra GmbH & Co. to the terms of the sale motion. The Debtors sought for Court's authorization to sell certain solar laminates to Alwitra. The consideration for the sale is comprised of a combination of cash and the waiver and release of certain alleged undisputed claims against USO held by Alwitra. The consideration consists of $76,713 in cash and the waiver of certain unsecured claims against USO in the amount of $187,236. The waived claims comprise approximately two-thirds of the consideration for the sale. According to the Committee the sale, if approved, will allow Alwitra to receive 100 cents on the dollar for its waived unsecured claims, whereas the other unsecured creditors will receive significantly less than that on account of their own claims. The Committee noted that it would be inequitable to allow Alwitra to purchase the laminates through the waiver of its claims, to the extent the waiver enables it to receive 100 cents on the dollar for those claims, whereas the other unsecured creditors receive no more than 70.5 cents on the dollar in the best case scenario, and possibly as little as 22.8 cents on the dollar. Furthermore, the sale motion contemplates a private sale to Alwitra with no competitive bidding on these solar laminates About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. ECD is seeking to sell assets on a going concern basis. An auction is currently set for May 8. The auction was previously scheduled for April 24. Cassandra Sweet, writing for Dow Jones Newswires, reported that company executives told a bankruptcy court in Detroit earlier in April the auction might not bring in enough proceeds to pay off the company's $249 million in debt and likely won't be enough to pay shareholders. A group of shareholders hoping to recover money from the auction had asked a bankruptcy judge to allow it to form an official committee with lawyers and expenses paid for by the company. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. But the company said it was unlikely to recover that amount from the auction and didn't expect to raise enough to pay off its debts and pay shareholders. The Troubled Company Reporter on April 19, 2012, citing a report by Garret Ellison at mlive.com, said Salamon Group has offered about $2.5 million to acquire United Solar Ovonic. According to the report, Salamon is offering up to 5 million shares in their company in exchange for all shares of bankrupt flexible solar panel maker Energy Conversion Devices. The offer amounts to about $2.5 million based on Salamon's 49 cents per share mid-day trading price on April 17. ENERGY CONVERSION: Committee Balks at Equipment Auction Rules ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Conversion Devices, Inc., and United Solar Ovonic LLC asks the U.S. Bankruptcy Court for the Eastern District of Michigan to deny the Debtor's motion to authorize the sale of substantially all of the Debtors' equipment. According to the Committee, the Debtors' going concern sale process has failed and the estates are now faced with holding a liquidation auction for their assets. Even though the Debtors were not able to attract a going concern purchaser, several entities have expressed some interest in purchasing substantially all of the Debtors' assets, including the equipment, real estate and intellectual property. The Debtors have not fully explored these options but have indicated to the Committee that the auctioneers will solicit both bulk and piecemeal bids at the auction sale scheduled for the end of June. The Committee notes that however, the equipment sale motion does not make any provision for solicitation of bulk bids of the Debtors' equipment, real estate, intellectual property, or other assets a bulk bidder may seek to acquire. Instead it only seeks authority to sell the Debtors' equipment. As reported in the TCR on June 4, 2012, the Debtors have requested authorization to begin a ale process for substantially all of the machinery and equipment located at the Debtors' remaining facilities: 1. 3800 Lapeer Road, Auburn Hills, Michigan; 2. 10 Clark Road, Battle Creek, Michigan; 3. 1 and 2 Solar Parkway, Greenville, Michigan; 4. Calle Veccinal 8755 Colonia El Tecolote, Tijuana, MX; and 5. 1100 and 1104 Maple Road, Troy, Michigan. The Debtor did not identify stalking-horse bidders for the assets. In order to maximize the value of the Debtors' machinery and equipment, the Debtors have retained auctioneers with experience in solar industry and large chapter 11 bankruptcy proceedings to conduct auctions of the Debtors' machinery and equipment. The Debtors and auctioneers are in the process of taking inventory of the equipment. The Debtors will show final catalog of the equipment no later than five days before the first day bidding begins at the auction. The Debtors proposed this timeline for the auction: June 19 - 21: Online/onsite auction sale for the Equipment located at Calle Veccinal 8755 Colonia El Tecolote, Tijuana, MX (the Mexican Facility) and at www.hilcoind.com/sales June 26 - 28: Online/onsite auction sale for the remainder of the equipment at the facilities, excluding the Mexican Facility, and at www.hilcoind.com/sales About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). FIRSTFED FINANCIAL: FDIC Objects to Disclosure Statement -------------------------------------------------------- BankruptcyData.com reports that the Federal Deposit Insurance Corporation (FDIC) filed with the U.S. Bankruptcy Court an objection to the Disclosure Statement (filed by FirstFed Financial and HoldCo Advisors) related to the Second Chapter 11 Plan of Reorganization. The FDIC states, "The Disclosure Statement lacks information necessary to enable creditors to make an informed judgment about whether to accept or reject the Plan. The Disclosure Statement fails to provide meaningful information regarding, among other things, the Reorganized Debtor's future business plans, the availability of financing for the Reorganized Debtor's pursuit of causes of action, expected recoveries for the various classes of impaired claims under the Plan, and most importantly why creditors will fare better under the Plan than in a chapter 7 liquidation." About FirstFed Financial Irvine, Calif.-based FirstFed Financial Corp. is the bank holding company for First Federal Bank of California and its subsidiaries. The Bank was closed by federal regulators on Dec. 18, 2009. FirstFed Financial Corp. filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-10150) on Jan. 6, 2010. Jon L. Dalberg, Esq., at Landau Gottfried & Berger LLP, represents the Debtor in its restructuring effort. Garden City Group is the claims and notice agent. The Debtor disclosed assets at $1 million and $10 million, and debts at $100 million and $500 million. The Debtor's exclusive period to propose a plan expired in January 2011. The Debtor has proposed a Plan of Liquidation, which proposes an orderly liquidation of the Debtor's estate. Holdco Advisors L.P., submitted a competing plan of reorganization. GAC STORAGE: Bank of America Wants San Tan Case Dismissed --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until June 20, 2012, at 10 a.m., the hearing to consider the motion to dismiss the Chapter 11 case of the Debtor San Tan Plaza, LLC. Lender Bank of America, N.A. requested the Court for (i) dismissal of the Chapter 11 case filed by San Tan, or, in the alternative, (ii) relief from the automatic stay to allow the lender to prosecute its foreclosure action against the Debtor or (iii) adequate protection. According to BofA, the case presents a classic situation of a Debtor seeking the protections of chapter 11 despite having no prospect for reorganization, simply to delay a foreclosure filed by its secured lender on the eve of the foreclosure sale. The Debtor's sole asset is its interest in a substantially undeveloped parcel of real estate which is fully encumbered by the mortgage lien of the lender. BofA also noted that stay relief for cause is warranted: -- based on the Debtor's bad faith; -- based upon lack of adequate protection. -- because the Debtor has no equity in the property and it is not necessary to an effective reorganization. About GAC Storage GAC Storage Lansing, LLC, owns and operates a warehouse and storage facility with 522 storage units, generally located at 2556 Bernice Road, Lansing, Illinois. The Company filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011. Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor as counsel. Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago, represents the Debtor as local counsel. It estimated $1 million to $10 million in assets and debts. The petition was signed by Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc., manager of GAC Storage, LLC. The Debtors' cases are being jointly administered along with the Chapter 11 cases of The Makena Great American Anza Company, LLC ("Anza") and San Tan Plaza, LLC ("San Tan," and together with Anza, the "Related Debtors") under lead case no. 11-40944. GENERAL AUTO BUILDING: North Park to Invest $400,000 Under Plan --------------------------------------------------------------- General Auto Building, LLC, has filed a disclosure statement in support of its plan of reorganization dated May 31, 2012. Generally, the Plan provides that: A. all equity in the Debtor will be extinguished on the Effective Date and North Park Development will purchase a $400,000 membership interest in Reorganized Debtor, B. Insiders and Creditors of the Debtor will be offered the opportunity to purchase an ownership interest in the Reorganized Debtor in $50,000 increments; provided that the offering will be limited to a total of $200,000 in excess of North Park Development's $400,000 investment and will be available on a first come first serve basis; C. the Debtor will operate in the ordinary course and pay all Creditors in full or in part over time pursuant to the Plan from revenue generated by operations, from cash savings, and from the new investment in the Debtor. Secured creditors R&H Construction and Multnomah County will be paid $150,000 and $90,000, respectively, in full satisfaction of its Secured Claim on the Effective Date. Homestreet Bank's allowed secured claim will be paid in full together with interest at a fixed rate of 4.75%, or at such other rate fixed by the Court at confirmation. On the Effective Date, Homestreet will be paid monthly $39,583 interest only payments for 12 months. On the 13th month following the Effective Date, Homestreet will be paid equal, monthly $52,165 principal and interest payments based upon a 30-year amortization schedule with a $8,365,000 balloon payment of the unpaid principal plus accrued interest due on the 10th anniversary of the Effective Date. The Reorganized Debtor will pay to each holder of a Class 4 general unsecured claim an amount equal to the claimholder's pro rata share of the Reorganized Debtor's Excess Cash as of the last day of the prior calendar quarter. Payments will continue until the (a) holders of Class 4 Claims have been paid in full together with interest at the Federal Judgment Rate; or (b) the last day of October 2022, whichever will first occur. In the event holders of Class 4 Claims have received payments totaling at least 60% of their Class 4 Claim on or before Sept. 30, 2017, then the Class 4 Claims will be deemed to have been paid and satisfied in full and the Reorganized Debtor will have no further payment obligations. Small Unsecured Creditors (creditors with claims of $6,000 or less) will be paid 60% of their Allowed Claim in cash on the later of the Effective Date of the Plan or the date on which the Claim is Allowed. The Plan also provides that existing equity interests in the Debtor will be extinguished. A full-text copy of the disclosure statement is available for free at http://bankrupt.com/misc/GENERAL_AUTO_ds.pdf General Auto Building, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-31450) on March 2, 2012. The Debtor is an Oregon limited liability company formed in 2007 with its principal place of business in Spokane, Washington. It was formed to renovate and lease its namesake commercial property located at 411 NW Park Avenue, Portland, Oregon. As of the Petition date, the Debtor has developed virtually all of the General Automotive Building and has leased approximately 98% of the building's space to retail and commercial tenants. The Debtor continues to seek tenants for the remaining spaces. Judge Elizabeth L. Perris presides over the case. Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve as the Debtor's counsel. The Debtor has scheduled $10,010,620 in total assets and $13,519,354 in total liabilities. The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the case. GETTY PETROLEUM: Committee Can Hire KCC as Solicitation Agent ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Getty Petroleum Marketing Inc., et al., to expand the scope of Kurtzman Carson Consultants LLC's retention, to include all aspects of soliciting and tabulating the votes in connection with the plan solicitation and confirmation process in these chapter 11 cases. On Dec. 23, 2011, the Court entered an order authorizing retention and appointment of KCC as claims and noticing agent for the Debtors. On April 24, 2012, the Committee filed a motion for order for among other things, (a) approving adequacy of Disclosure Statement; (b) establishing procedures for solicitation and tabulation of votes to accept or reject the plan; (c) fixing the administrative claim bar date; and (d) fixing date, time and place for confirmation hearing. In that motion, the Committee requested that KCC be retained as the voting agent and be authorized to inspect, monitor, and supervise the solicitation process, to serve as the tabulator of the ballots, to certify to the Court the results of the balloting, and to serve and distribute other notices and materials in connection with Plan and Disclosure Statement. Out of an abundance of caution, the Committee files the application seeking the retention of KCC. To the best of the Committee's knowledge, KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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 $46.6 million in assets and $316.8 million 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, 2012, as the bar date for governmental entities. GIBRALTAR KENTUCKY: Hearing Tomorrow on More Plan Exclusivity ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, according to Gibraltar Kentucky Development, LLC's case docket, will convene a hearing on June 21, 2012, at 1:30 p.m., to consider the Debtor's request to extend time to file plan of reorganization and disclosure statement. The Debtor is requesting a 90-day extension of exclusive period to file a Plan. According to the Debtor, there are pending open and pending issues related to the Debtor's case that must be resolved prior to the formulation of a Plan and Disclosure Statement. About Gibraltar Kentucky Development Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in West Palm Beach, Florida. Palm Beach Gardens-based Gibraltar Kentucky says that it is not a small business debtor under 11 U.S.C. Sec. 101(51D). Documents attached to the petition indicate that McCaugh Energy LLC owns 42.15% of the "fee simple" securities. According to the Web site http://www.gibraltarenergygroup.com/ Gibraltar Kentucky is part of the Gibraltar Energy Group. The various companies of the group are involved with the drilling, development and production of oil and gas, as well as, the sale of coal and timber. Offices are in Michigan and Florida and investments are in Michigan and Kentucky. Judge Erik P. Kimball presides over the case. David L. Merrill, Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel. The Debtor disclosed $175,395,449 in assets and $1,193,516 in liabilities as of the Chapter 11 filing. The petition was signed by Bill Boyd, as manager. Steven R. Turner, Trustee for Region 21, has informed the Court that, until further notice, he will not appoint a committee of creditors. GREGORY EVERETT: George Tate Barred From Representing Debtors ------------------------------------------------------------- Bankruptcy Judge Robert Summerhays banned George Tate from filing any case as debtor's counsel under any chapter of the Bankruptcy Code for a period of two years, but said Mr. Tate may request relief from the sanctions order after one year. The Court issued an Order to Show Cause in May based on various actions taken by Mr. Tate during the course of the Chapter 7 case of Gregory Scott Everett. Mr. Everett filed for Chapter 11 bankruptcy (Bankr. W.D. La. Case No. 11-51175) on Aug. 12, 2011. Mr. Tate initially filed the chapter 11 petition on Mr. Everett's behalf. However, Mr. Tate lists himself as a creditor of the Debtor and is clearly disqualified from representing a chapter 11 debtor in possession. The court therefore denied Mr. Tate's application to be employed as counsel. Thereafter, however, Mr. Tate continued to take actions which appeared to be taken on behalf of the Debtor. For example, Mr. Tate filed an opposition to the Trustee's objection to exemptions. While he purportedly filed it on behalf of himself as a creditor, the only party who would benefit from such a pleading is Mr. Everett. Also, Mr. Tate on numerous occasions advised the court and court personnel he was trying to get new counsel for Mr. Everett. Further, at numerous hearings, the court heard reference to advice which Mr. Tate was giving Mr. Everett even though the court had specifically denied his application to be employed by Mr. Everett. At a May 15 hearing, Mr. Tate advised the court that he believed he could now represent Mr. Everett since the case had been converted to chapter 7. The court ordered that based upon his conduct in the case and the potential for a conflict of interest, Mr. Tate would not be permitted to represent the Debtor in the case. The court also ordered Mr. Tate to turn over certain documents to the Trustee which he had failed to previously turn over. The court took the issue of sanctions under advisement. In determining whether sanctions should be imposed against Mr. Tate, the court reviewed his conduct not only in the Everett case but also in the most recent cases he filed cases: * As to Elevations Day Spa & Salon, LLC, three separate cases were filed by Mr. Tate. First, case number 10-51450 was filed as an involuntary petition and was subsequently dismissed for failure to comply with an order of the court. Mr. Tate filed the petition on behalf of a former co-owner of the Debtor but at multiple times attempted to file pleadings on behalf of the Debtor who he clearly did not represent. Second, in case number 11-50064, Mr. Tate filed a voluntary petition for relief purporting to represent the Debtor. He subsequently dismissed the case claiming it was incorrectly filed. Finally, in case number 11-51142, Mr. Tate once again filed a voluntary petition purporting to represent the Debtor. At a hearing on the court's Order to Show Cause, the authorized representative of the Debtor testified that she had never met Mr. Tate and did not wish to file bankruptcy. The court subsequently dismissed on the grounds that the filing was unauthorized and sanctioned Mr. Tate. * As to Leroy Lockett (case number 11-50567), Mr. Tate filed a chapter 13 proceeding on behalf of the Debtor. Mr. Tate failed to appear at several hearings and the case was dismissed for failure to comply with an order of the court. This failure appeared to be the fault of Mr. Tate as opposed to the Debtor. The case was subsequently reinstated on the condition that Mr. Tate's fees were reduced by 25%. After employing new counsel, the Debtor's case was confirmed. * As to Lennis Miller (case number 11-51089), the case came up for hearing on a Motion to Dismiss Case filed by the United States Trustee's Office and Mr. Tate failed to appear. The Debtor was present at the hearing and was unaware of what was going on. The US Trustee's motion as well as their complaint objecting to the Debtor's discharge was based, at least in part, on errors and/or inconsistencies contained in the schedules filed by Mr. Tate on behalf of the Debtor. The case has now been dismissed. These cases, along with Mr. Everett's case, represent 6 of the 7 cases filed by Mr. Tate in the past two years. Mr. Tate has demonstrated a pattern of conduct in these cases which the court cannot allow to continue. A copy of the Court's June 15, 2012 Order is available at http://is.gd/x5de5Jfrom Leagle.com. GW PARTNERS: Peachtree Wants to Prohibit Use of Cash Collateral --------------------------------------------------------------- Peachtree Jacksonville, LLC, asks the Bankruptcy Court to prohibit GW Partners Ltd. 1's use of cash collateral. In the alternative, Peachtree Jacksonville seeks the segregation of cash collateral and an accounting from the Debtor. Prior to the Petition Date, an Order was entered by the Seminole County, Florida, Circuit Court in a foreclosure action filed by Peachtree against the Debtor, which required the Debtor and its non-debtor affiliate, Medallion Convenience Stores, Inc., to provide income and expense reports with respect to the Airport Chevron and Hickman Chevron. Despite the Order, the Debtor and Medallion have failed to provide monthly income and expense reports to Peachtree from November 2011 up to March 2012. At the creditors meeting held on March 19, 2012, Kenneth Wood, President of the general partner of the Debtor, testified that the ground leases between the Debtor and Medallion require monthly rental payments to the Debtor in the amounts of debt service plus property taxes. Mr. Wood also testified at the creditors meeting that for a considerable time prior to the bankruptcy, Medallion had not paid rental payments to the Debtor because Medallion needed to use the rental payments to pay legal expenses, and also because Medallion exercised set-offs of the rental payments owed to the Debtor against debt purportedly owed by the Debtor to Medallion. Peachtree contends that the Debtor has improperly used Peachtree's cash collateral subsequent to the filing of the case without Peachtree's consent or court approval by allowing its non-debtor affiliate, Medallion, to use the rental proceeds payable to the Debtor without Peachtree's consent or Court approval. Peachtree also contends that subsequent to filing the petition, the Debtor has failed to segregate the cash collateral in the Debtor's "possession, custody, or control" and is allowing Medallion to use the rental proceeds payable to the Debtor with respect to the Airport Chevron and Hickman Chevron for Medallion's general account. Peachtree Jacksonville is represented by: Michael A. Paasch, Esq. MATEER & HARBERT, P.A. 225 East Robinson Street, Suite 600 Orlando, Florida 32802-2854 Tel: (407) 425-9044 Fax: (407) 423-2016 About GW Partners Apopka, Florida-based GW Partners Ltd 1 owns real estate and improvements in Kissimmee and Leesburg, Florida. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 12-02045) on Feb. 17, 2012. Attorneys at Wolff, Hill, Mcfarlin & Herron, P.A., serve as bankruptcy counsel to the Debtors. GW Partners estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. GW PARTNERS: Fifth Third Bank Seeks to Dismiss Chapter 11 Case -------------------------------------------------------------- Fifth Third Bank, which holds a first mortgage lien on the real property of GW Partners Ltd 1, asks the Bankruptcy Court to dismiss the Debtor's chapter 11 case. Robert J. Stovash, Esq., representing Fifth Third Bank, notes that by the Debtor's own admission, the Debtor has no employees, has no other assets other than its real estate property, and has no income other than the rent generated by the Assets. The Debtor's business is not an ongoing business operation to be rehabilitated or reorganized, but rather is a shell of an entity hoping to refinance to satisfy its debts. Furthermore, Mr. Stovash points out that the Debtor filed its Bankruptcy Petition after Fifth Third filed its foreclosure action, and after the Debtor entered into a Settlement Agreement with Fifth Third. The Debtor filed the Bankruptcy Petition on the same day the settlement amount became due to Fifth Third under the Agreement. The Debtor's Bankruptcy Petition was filed to forestall Fifth Third's ability to enforce the Settlement Agreement by obtaining a Final Judgment of Foreclosure from the state court and proceeding with a judicial foreclosure sale. As such, the Debtor filed the Bankruptcy intending to stall the Foreclosure Action and the remedies available to Fifth Third under the Settlement Agreement. Mr. Stovash contends that, while the Debtor has filed its Plan for Reorganization with the Court, the Debtor's sole hope of rehabilitation is a plan to refinance the loans associated with the Assets. In the event the Debtor is unable to refinance the loans associated with the Assets, the Debtor will not be able to reorganize. The Debtor has not shown that it has adequate funds to rehabilitate, of that the Debtor will be able to fund any Chapter 11 reorganization. Fifth Third Bank is represented by: Robert J. Stovash, Esq. Dana A. Snyderman, Esq. STOVASH, CASE & TINGLEY, P.A. 220 North Rosalind Avenue Orlando, Florida 32801 Tel: (407) 316-0393 Fax: (407) 316-8969 E-mail: rstovash@sctlaw.com dsnyderman@sctlaw.com About GW Partners Apopka, Florida-based GW Partners Ltd 1 owns real estate and improvements in Kissimmee, and Leesburg, Florida. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 12-02045) on Feb. 17, 2012. Attorneys at Wolff, Hill, Mcfarlin & Herron, P.A., serve as bankruptcy counsel to the Debtors. GW Partners estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. HALO WIRELESS: 5th Circ. Upholds Firm's Chapter 11 Stay Exemptions ------------------------------------------------------------------ Jamie Santo at Bankruptcy Law360 reports that the Fifth Circuit on Monday affirmed a Texas bankruptcy court's ruling that exempted private suits brought before public commissions from Halo Wireless Inc.'s Chapter 11 automatic stay, so long as they don't attempt to impose a monetary judgment. Bankruptcy Law360 notes that Halo sought bankruptcy protection in August 2011 after a host of local telephone companies brought 20 separate actions before public utility commissions in 10 states. Halo Wireless, Inc., a provider of wireless telecommunications services, in Dallas, Texas, filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-42464) on Aug. 8, 2011. E. P. Keiffer, Esq., at Wright Ginsberg Brusilow PC, serves as the Debtor's counsel. In its petition, Halo estimated $1 million to $10 million in both assets and debts. The petition was signed by Russel Wiseman, president. HARBORSIDE 17: Bridgeton, NC Marina and Club Owner in Chapter 11 ---------------------------------------------------------------- Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare- bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in Wilson, North Carolina on June 18, 2012. The Debtor disclosed assets of $32.01 million and liabilities of $16.88 million. The Debtor owns a marina, clubhouse, and yacht club located on approximately 9.94 acres of land, located at 111-B Street, Bridgeton, North Carolina. According to the schedules, the property is worth $31.99 million and secures a $15.98 million debt. The Debtor also holds a 100% interest in Bridgeton Harbor Management, LLC. A copy of the schedules filed with the petition is available at http://bankrupt.com/misc/nceb12-04512.pdf HARBORSIDE 17: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Harborside 17 Partners, LLC 2404 N. Rio Grande Avenue Orlando, FL 32804 Bankruptcy Case No.: 12-04512 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard About the Debtor: The Debtor owns a marina, clubhouse, and yacht club located on approximately 9.94 acres of land, located at 111-B Street, Bridgeton, North Carolina. 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: $32,013,512 Scheduled Liabilities: $16,875,257 The petition was signed by Daniel R. Robison, manager of JUSA Management, LLC, manager. Debtor's List of Its 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Craven Co. Tax Collector -- $149,207 P.O. Box 1128 New Bern, NC 28563 CES Comprehensive Engineering -- $31,197 201 S. Orange Avenue, Suite 1300 Orlando, FL 32801-3442 Wade Dunbar Agency, Inc. -- $30,940 P.O. Box 279 Oriental, NC 28571 Florian Wolf -- $30,000 Coastal Science & Eng. -- $8,518 Coalesce Creative -- $6,950 Dix Lanthrop & Assoc. -- $4,430 Internal Revenue Service -- $2,365 Ward Law Firm -- $1,327 Dell Financial Services Computer Equipment $1,045 Seter & Vander Wall, P.C. -- $413 NRAI Corporate Services -- $320 HAWKER BEECHCRAFT: Committee Taps FTI as Financial Advisor ---------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Hawker Beechcraft, Inc., et al., asks the U.S. Bankruptcy Court Southern District of New York for permission to retain FTI Consulting, Inc., together with its wholly owned subsidiaries, agents, independent contractors and employees, as its financial advisor. FTI will, among other things: a) assist in the review of financial related disclosures required by the Court, including the schedules of assets and liabilities, the statement of financial affairs and monthly operating reports; and b) assist with the assessment and monitoring of the Debtors' short term cash flow, liquidity and operating results; Subject to Court approval, FTI will seek payment on a fixed monthly basis of $200,000 and a completion fee of $1,000,000, plus reimbursement of actual and necessary expenses incurred by FTI, including legal fees related to the application and future fee applications as approved by the Court. In connection with the provision of services, FTI will retain the Arvai Group as an independent contractor, pursuant to a letter of engagement by and between the Arvai Group and FTI. The Arvai Group will provide aviation consulting services to the Committee. In accordance with the Arvai Engagement Letter, the Arvai Group will seek payment for compensation on an hourly basis, plus reimbursement of actual and necessary expenses incurred. FTI will pay the Arvai Group's Hourly Fees from the Monthly Fixed Fee and will seek reimbursement of the Expenses from the Debtors as part of the FTI fee application process. To the best of the Committee's knowledge, FTI is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing on June 27, 2012 at 10:00 a.m. (ET) has been set. About Hawker Beechcraft Hawker Beechcraft Inc., a designer and manufacturer of light and medium-sized jet, turboprop and piston aircraft, filed for Chapter 11 reorganization together with 17 affiliates (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan, to be filed by June 30, will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HAWKER BEECHCRAFT: Panel Taps Kurtzman Carson as Information Agent ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Hawker in the Chapter 11 cases of Beechcraft, Inc., et al., asks the U.S. Bankruptcy Court Southern District of New York for permission to retain Kurtzman Carson Consultants LLC as information agent nunc pro tunc to May 22, 2012. KCC will, among other things, assist the Committee in complying with the Information Protocol. KCC is a company that specializes in, among other things, assisting creditors' committees in fulfilling their statutory obligations to a Debtor's unsecured creditor body. KCC will create the Committee Website that is designed to provide a formatted, organized and comprehensive system to provide access to information about these Chapter 11 Cases, consistent with the Information Protocol, to the Debtors' unsecured creditor body. The Committee agrees that the amount invoiced is due and payable upon its receipt of the invoice. However, where total fees and expenses are expected to exceed $10,000 in any single month, KCC may require advance payment prior to the performance of services. If any amount is unpaid as of 30 days from the receipt of the invoice, the Committee further agrees to use its best efforts to cause the Debtors to pay a late charge, in addition to the fees and expenses due and owing to KCC, calculated as 1-1/2% of the amount unpaid every 30 days. In the case of a dispute in the invoice amount, the Committee will give KCC written notice within ten (10) days of receipt of the invoice by the Committee. Late charges will not accrue on any amounts in dispute. To the best of the Committee's knowledge, KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing on June 27, 2012 at 10 a.m. (ET) has been set. Objections are due June 22, at 4:00 p.m. HD SUPPLY: Unit Agrees to Acquire Peachtree Business Products ------------------------------------------------------------- HD Supply Facilities Maintenance has entered into a definitive agreement to purchase Peachtree Business Products. Headquartered in Marietta, Ga., Peachtree Business Products specializes in customizable business and property marketing supplies, serving residential and commercial property managers, medical facilities, schools and universities, churches and funeral homes. "We are dedicated to making the investments required to meet our customers' needs," said Anesa Chaibi, president and CEO of HD Supply Facilities Maintenance. "In addition to acquiring a premium business with strong cultural fit and great end-market alignment, this acquisition supports our commitment to provide the right products, services and solutions for our customers." The purchase of Peachtree Business Products further strengthens HD Supply Facilities Maintenance's leading national position by enhancing the depth and diversity of products and services for existing and new customers. It also aligns with HD Supply's long- term, core leadership business growth strategy. "HD Supply will continue to focus on growing its core leadership businesses through both organic growth and by acquiring strong companies such as Peachtree Business Products," stated Joe DeAngelo, CEO of HD Supply. "We are excited to welcome Peachtree Business Products to the HD Supply family." About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. The Company reported a net loss of $543 million for the year ended Jan. 29, 2012, a net loss of $619 million for the year ended Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of net sales for the year ended Jan. 31, 2010. The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion in total assets, $7.16 billion in total liabilities, and a $428 million total stockholders' deficit. * * * HD Supply carries 'Caa2' probability of default rating and corporate family rating, with negative outlook, from Moody's Investors Service, and a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. In April 2010, when Moody's downgraded the ratings to 'Caa2' from 'Caa1', it said, "The downgrade results from Moody's views that the construction industry, the main driver of HDS' revenues, will continue to be weak for the foreseeable future, pressuring the company's ability to generate meaningful levels of earnings and free cash flow relative to its debt." HOSTESS BRANDS: Files Schedules of Assets and Liabilities --------------------------------------------------------- Interstate Brands Corporation filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $185,414,799 B. Personal Property $1,302,241,073 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $861,224,775 E. Creditors Holding Unsecured Priority Claims $52,900,962 F. Creditors Holding Unsecured Non-priority Claims $28,118,471 ----------- ----------- TOTAL $1,487,655,872 $942,244,208 Debtor-affiliates also filed their respective schedules: Company Assets Liabilities ------- ------ ----------- IBC Trucking, LLC $7,649,000 $916,255,449 MCF Legacy, Inc. $0 $54,893,100 IBC Services, LLC $20,041,117 $912,615,991 Hostess Brands, Inc. $143,743,229 $1,172,459,383 IBC Sales Corporation $219,731,555 $1,581,252,342 Full-text copies of the schedules are available for free at: http://bankrupt.com/misc/HOSTESS_BRANDS_ibc_sal.pdf http://bankrupt.com/misc/HOSTESS_BRANDS_ibcsales_sal.pdf http://bankrupt.com/misc/HOSTESS_BRANDS_ibcservices_sal.pdf http://bankrupt.com/misc/HOSTESS_BRANDS_interstatebrands_sal.pdf http://bankrupt.com/misc/HOSTESS_BRANDS_mcflegacy_sal.pdf http://bankrupt.com/misc/HOSTESS_BRANDS_sal.pdf About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. HOUGHTON MIFFLIN: U.S. Trustee Faults Releases in Plan ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Trustee opposes confirmation of the reorganization plan for Houghton Mifflin Harcourt Publishing Co. due to the releases to third parties. The U.S. Trustee, the Justice Department's bankruptcy watchdog, argued in papers filed June 15 that the plan violates ethical rules governing lawyers' conduct because it prospectively bars clients from alleging malpractice. The U.S. Trustee also wants the bankruptcy judge to withhold passing on the plan until he rules on the U.S. Trustee's motion to transfer the case to Boston. The U.S. Trustee contends that some provisions in the plan impermissibly give releases to third parties broader than bankruptcy law permits. The company has filed a prepackaged Chapter 11 reorganization plan. The prepackaged Chapter 11 plan provides for these terms: * Holders of the $2.59 billion term loan and $314.9 million in 10.5% secured notes will receive most of the new stock plus $30.3 million cash. The senior creditors are estimated to have a 54.4% recovery. * Holders of letter credit facility in the amount of $26.83 million is unimpaired and will recover 100%. * Holders of general unsecured claims will receive full payment in cash plus postpetition interest. The 6,000 vendors with $125 million in claims, the authors, other publishers, and agents owed $30 million for royalties are unimpaired under the Plan and will have a 100% recovery. * Existing shareholders will receive warrants for 5% of the new stock if they vote in favor of the plan. They will receive 7-year warrants for 5% of the stock exercisable at a price equivalent to a $3.1 billion equity value for the reorganized company. A hearing to consider confirmation of the Plan is scheduled for June 21. Judge Wary of Moving Case Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports that a judge said that shifting the bankruptcy case of Houghton Mifflin Harcourt Publishing Co. to another court, just days before its planned confirmation hearing, could hurt the publisher's creditors and threaten its financing, but he acknowledged that the law might eventually force his hand in the matter. About Houghton Mifflin Houghton Mifflin Harcourt Publishers Inc., headquartered in Boston, Massachusetts, is one of the three largest U.S. education publishers focusing on the K-12 market with roughly $1.3 billion of revenue for fiscal year ended December 2011. Houghton Mifflin Harcourt and its affiliates filed a prepackaged Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171) on May 21, 2012. Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as bankruptcy counsel. Blackstone Advisory Services, LP, is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor disclosed assets of $2.68 billion and debt totaling $3.535 billion as of the Chapter 11 filing. HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Administrative Agent ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Houghton Mifflin Harcourt Publishing Company and its affiliated debtors to employ Kurtzman Carson Consultants LLC as administrative agent. KCC will, among other things: a) assist with the preparation of the Debtors' schedules of assets and liabilities and statement of financial affairs; b) tabulate votes and perform subscription services as may be requested or required in connection with any and all plans filed by the Debtors and provide ballot reports and related balloting and tabulation services to the debtors and their professionals; c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; and d) manage any distribution pursuant to a confirmed Plan prior to the effective date of such Plan Albert Kass, KCC's vice president of corporate restructuring services, assures the Court that KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Houghton Mifflin Houghton Mifflin Harcourt Publishers Inc., headquartered in Boston, Massachusetts, is one of the three largest U.S. education publishers focusing on the K-12 market with roughly $1.3 billion of revenue for fiscal year ended December 2011. Houghton Mifflin Harcourt and its affiliates filed a prepackaged Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171) on May 21, 2012. Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as bankruptcy counsel. Blackstone Advisory Services, LP, is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor disclosed assets of $2.68 billion and debt totaling $3.535 billion as of the Chapter 11 filing. HOUGHTON MIFFLIN: Can Hire Paul Weiss as Bankruptcy Attorneys ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Houghton Mifflin Harcourt Publishing Company and its affiliated debtors to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as bankruptcy attorneys. Paul Weiss will, among other things: a) advise the Debtors with respect to their powers and duties as debtors and debtors-in-possession in the continued management and operation of their business and properties; b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of these cases, including all of the legal and administrative requirements of operating in Chapter 11; and c) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions commenced under the Bankruptcy Code on their behalf, and objections to any claims filed against the estates. To the best of the Debtors' knowledge, Paul Weiss is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. About Houghton Mifflin Houghton Mifflin Harcourt Publishers Inc., headquartered in Boston, Massachusetts, is one of the three largest U.S. education publishers focusing on the K-12 market with roughly $1.3 billion of revenue for fiscal year ended December 2011. Houghton Mifflin Harcourt and its affiliates filed a prepackaged Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171) on May 21, 2012. Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as bankruptcy counsel. Blackstone Advisory Services, LP, is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor disclosed assets of $2.68 billion and debt totaling $3.535 billion as of the Chapter 11 filing. HWI GLOBAL: Files for Chapter 7 Liquidation ------------------------------------------- HWI Global, doing business as Haddad-Wylie Industries, filed a voluntary Chapter 7 bankruptcy petition (Bankr. W.D. Pa. Case No. 12-23044) in Pittsburgh on June 13, 2012. The Company is represented by Frank E. Yourick, Jr. HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey provider of cleanroom systems; designing, engineering, manufacturing, installing and servicing principal component systems for advanced cleanrooms. ICG REAL ESTATE: Files List of 10 Largest Unsecured Creditors ------------------------------------------------------------- ICG Real Estate Advisors, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a list of its 10 largest unsecured creditors, disclosing: Name of Creditor Nature of Claim Amount ---------------- --------------- ------ Steven D. Pankake LLC Litigation Dispute $500,000 Attn: Registered Agent 22539 Maple Street St. Clair Shores, MI 48098 David W. Warren, Esq. Attorney Fees $50,000 Douglas D. Hampton, Esq. Legal Fees $50,000 Kandance Weems Norris Attorney Fees $35,000 Daniel C. Flint, Esq. Attorney Fees $25,000 Gordon R. Follmer Accounting Fees $3,000 Dawn Lamsa, CPA Accounting Fees $1,500 Police and Fire Retirement Litigation Dispute $1 System General Retirement System Guarantee of Real $1 of Detroit Estate Loan AXA Equitable Life Guarantee of Real $1 Insurance Company Estate Loan* * property worth more than outstanding debt About ICG Real Estate Advisors, LLC ICG Real Estate Advisors, LLC's business is a holding company for two entities that manage and own real estate. The Company filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 12-48896) in Detroit on April 9, 2012. Judge Marci B. McIvor presides over the case. Kenneth A. Nathan, Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as counsel to the Debtor. ICG Real Estate Advisors -- http://icgreit.com-- manages Inheritance Capital Group, LLC, a private equity commercial real estate firm founded in 2006 with international capabilities based in Southfield, Michigan. ICG Real Estate Advisors claims to be the only minority owned enterprise in the country certified by the Minority Business Development Council (MBDC) to buy and sell corporate sale lease backs. ICG Real Estate Advisors specializes in single tenant net lease real estate nationwide. The Debtor disclosed $12,000,066 in assets and $664,503 in liabilities as of the Chapter 11 filing. IMPERIAL PETROLEUM: Reports $1-Mil. Net Income in April 30 Qtr. --------------------------------------------------------------- Imperial Petroleum, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.08 million on $2,015 of total operating income for the three months ending April 30, 2012, compared with net income of $2.36 million on $64,684 of total operating income for the same period during the prior year. The Company reported a net loss of $7.08 million on $149,540 of total operating income for the nine months ended April 30, 2012, compared with net income of $2.80 million on $168,863 of total operating income for the same period a year ago. The Company's balance sheet at April 30, 2012, showed $2.08 million in total assets, $11.92 million in total liabilities, all current, and a $9.83 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/jHIq2c About Imperial Petroleum Headquartered in Evansville, Ind., Imperial Petroleum Inc. (OTC BB: IPMN) operates as a diversified energy and mineral mining company in the United States. Its oil and natural gas properties include the Coquille Bay field located in Plaqumines Parish, Louisiana; the Haynesville field located in Claiborne and Webster Parishes in north Louisiana; the Bastian Bay field located in Plaquemines parish, Louisiana; LulingField located in Guadalupe county, Texas; and the Shrewsbury field in Grayson County and the Claymour field in Todd County, western Kentucky. As reported by the TCR on June 24, 2011, the Company anticipates its current working capital will not be sufficient to meet its required capital expenditures and that the Company will be required to either access additional borrowings from its lender or access outside capital. Currently the Company projects it will require non-discretionary capital expenditures of approximately US$500,000 in the next fiscal year to re-establish and maintain economic levels of production at Coquille Bay. Without access to such capital for non-discretionary projects, the Company's production may be significantly curtailed or shut in and jeopardize its leases. In the auditors' report accompanying the financial statements for year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas City Missouri, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and is dependent upon obtaining debt financing for funds to meet its cash requirements. INTELLICELL BIOSCIENCES: To Issue 7MM Common Shares Under Plan -------------------------------------------------------------- Intellicell Biosciences, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registering 7 million shares of common stock at a proposed maximum aggregate offering price of $14.8 million. The common shares are issuable under the Company's 2011 Incentive Stock Plan. A copy of the filing is available for free at http://is.gd/wLZ8HW About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company's balance sheet at March 31, 2012, showed $3.51 million in total assets, $21.97 million in total liabilities, and a $18.46 million total stockholders' deficit. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. INTERNATIONAL ENVIRONMENTAL: Sec. 341 Creditors' Meeting on July 6 ------------------------------------------------------------------ Peter C. Anderson, the U.S. Trustee for Region 16, will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of International Environmental Solutions Corporation on July 6, 2012, at 2:30 p.m., at Suite 300, 3685 Main Street, Riverside, California. About International Environmental Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle, and Linda Babb filed an involuntary Chapter 11 petition against International Environmental Solutions Corporation, dba IES Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13, 2012. Judge Wayne E. Johnson presides over the case. On April 16, 2012, the Debtor filed their consent for relief under Chapter 11. JASMINE AT ORLANDO: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Jasmine at Orlando East, LLC 255 University Drive Coral Gables, FL 33134 Bankruptcy Case No.: 12-24621 Chapter 11 Petition Date: June 15, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark About the Debtor: The Debtor owns a multi-family apartment development containing 296 units contained in 32 two-story buildings located on 19.64 acres located in Orlando, Florida. Debtor's Counsel: Debi Evans Galler, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 E-mail: dgaller@bergersingerman.com - and ? Jordi Guso, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 E-mail: jguso@bergersingerman.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Oscar A. Garcia, authorized representative. JESCO CONTRUCTION: Taps Attorneys for Illinois FEMA Litigation -------------------------------------------------------------- Jesco Construction Corporation asks the U.S. Bankruptcy Court for the Southern District of Mississippi for permission to employ the law firm of Brent Coon & Associates as special counsel in connection with the Illinois FEMA Litigation. The Debtor is involved in litigation in the State of Illinois wherein the Debtor has filed a lawsuit against FEMA, et al., for work performed by Jesco Construction Corporation in Henderson County, IL, Village of Gulfport, IL, and others on or about July 2008 until September 2008. To the best of the Debtor's knowledge, the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. Gary Riebschlager, an attorney at the firm, disclosed that he holds an unsecured non-priority claim in the amount of $13,750. In separate filings, the Debtor also asks permission to employ Matthew D. Jacobson and the law firm of Whitfield & Eddy, PLC; and Brian Min and the Min Law Firm, P.C., as special counsels in connection with the Illinois FEMA Litigation. About Jesco Construction Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a Delaware Corporation, specializes in disaster response and was part of the Hurricane Katrina cleanup. It filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012. Judge Katharine M. Samson presides over the case. Attorneys at the Law Offices of Craig M. Geno, PLLC, serve as counsel for the Debtor. The Debtor tapped Kelly Baker, CPA, PA, as accountant. In its schedules, the Debtor disclosed $100 million in assets and $14.7 million in liabilities. Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed three unsecured creditors to serve on the Committee of Unsecured Creditors of Jesco Construction Corp. KMART CORP: Michigan Appeals Court Revives Legal Malpractice Suit ----------------------------------------------------------------- The Court of Appeals of Michigan reversed and remanded a trial court's orders granting summary disposition to the defendant in a legal malpractice case, saying the plaintiffs have presented sufficient evidence of malpractice to preclude summary disposition. The alleged malpractice occurred during a previous malpractice lawsuit filed against David Binkley, Esq., who had handled the plaintiffs' claims during the bankruptcy of Kmart Corporation. The plaintiffs are former Kmart executives who sought to recover unpaid severance packages in the bankruptcy case. Each had hired Binkley during the bankruptcy and claim that he failed to take appropriate action and give appropriate legal advice to file and preserve claims as general unsecured creditors of Kmart. They also claim that they informed Binkley of the administrative expense filing deadline in the bankruptcy court, but that he failed to preserve those claims as well. Given the lack of preserved claims, the plaintiffs were not eligible to receive payments as creditors in the bankruptcy proceedings. By contrast, those former executives who had filed administrative and general claims in the bankruptcy court received substantial settlements on their claims for the unpaid severance packages. The Plaintiffs then hired Frederick Bibik to sue Binkley for malpractice in failing to preserve and properly pursue their bankruptcy claims. In the case filed by Bibik, it was alleged that Binkley should have timely filed administrative claims in the bankruptcy action. It was not alleged that Binkley should have timely filed general claims. The trial court dismissed the case after concluding that the plaintiffs had not provided evidence that if administrative claims had been filed, the plaintiffs would have received settlements. After the case filed by Bibik was dismissed, Bibik failed to timely file an appeal. In a letter to the plaintiffs, he conceded that had he intended to file an appeal, but that he miscalculated the deadline. The Plaintiffs brought suit against Bibik. The trial court initially granted partial summary disposition on the grounds that the plaintiffs failed to present sufficient evidence of malpractice and causation to create a question of fact as to Bibik's representation in the trial court. On the defendant's motion for reconsideration, the trial court granted summary disposition on the plaintiff's remaining claim arising out of Bibik's failure to timely file their appeal as to the dismissal of the Binkley claim. The Plaintiffs allege that Bibik, due to an inadequate understanding of ordinary bankruptcy law and procedure, failed to argue that Binkley should have filed and preserved general unsecured claims on their behalf in the bankruptcy case and failed to make the appropriate causation arguments in the prior case as to the effect of Binkley's failure to file administrative claims. The trial court rejected each of these arguments in granting summary disposition. The case is MARIANA KEROS and PAUL SPRINGTHORPE, Plaintiff- Appellants, v. FREDERICK P. BIBIK, Defendant-Appellee, No. 303356 (Mich. App. Ct.). A copy of the Court's June 14, 2012 per curiam decision is available at http://is.gd/JxJclcfrom Leagle.com. About Kmart Retailer Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. KV PHARMACEUTICAL: Incurs $102.3 Million Net Loss in Fiscal 2012 ---------------------------------------------------------------- K-V Pharmaceutical Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $102.30 million on $23.20 million of net revenues for the year ended March 31, 2012. The Company previously disclosed a net loss of $271.70 million on $27.30 million of net revenues for the year ended March 31, 2011, and a net loss of $283.60 million on $9.10 million of net revenues for the year ended March 31, 2010. The Company's balance sheet at March 31, 2012, showed $253.40 million in total assets, $734.10 million in total liabilities and a $480.70 million total shareholders' deficit. BDO USA, LLP, in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that the Company among other things has experienced recurring losses from operations, has a significant shareholders' deficit, and negative working capital; the potential inability of the Company to raise additional capital or debt financing; a potential cash shortfall in meeting near term obligations; significant uncertainties related to litigation and governmental inquiries; and potential debt covenant violations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/IuzGj5 About KV Pharmaceutical Company KV Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. LANDAMERICA FINANCIAL: Insurers to Pay $36 Mil. Over D&O Claims --------------------------------------------------------------- Juan Carlos Rodriguez at Bankruptcy Law360 reports that a group of insurance carriers on Friday reached a $36 million settlement with LandAmerica Financial Group Inc.'s trustee to eliminate claims that some of the company's former directors and officers breached their fiduciary duty to the company. According to Bankruptcy Law360, LFG trustee Bruce H. Matson said in the motion to approve the settlement that in June 2011 he filed a complaint in a consolidated class action against the executives, alleging, among other things, breaches of fiduciary duties to LFG and its subsidiary LandAmerica 1031 Exchange Services Inc. 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. LANTERN PARTNERS: Sec. 341 Creditors' Meeting Set for July 10 ------------------------------------------------------------- Nancy J. Gargula, the U.S. Trustee for Region 10, will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Lantern Partners LLC on July 10, 2012, at 9:30 a.m. EDT at Room 416B U.S. Courthouse, Indianapolis. Objections to dischargeability are due by Sept. 10, 2012. Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana. The Debtor, a single asset real estate as defined in 11 U.S.C., Sec. 101 (51B), estimated assets and debts of $10 million to $50 million. The Debtor's principal asset is located at 10500 Kincaid Drive, Fishers, Indiana. Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost Brown Todd LLC, serve as the Debtor's bankruptcy counsel. Judge Anthony J. Metz, III, presides over the case LARSON LAND: Sec. 341 Creditors' Meeting Set for June 22 -------------------------------------------------------- David W. Newman, Assistant U.S. Trustee for Region 18, will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Larson Land Company LLC on June 22, 2012, at 2:00 p.m., at the United States Trustee Office - Boise. 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. LARSON LAND: Proposes DIP Financing Agreement With Ontario-ConAgra ------------------------------------------------------------------ John L. Davidson, Chapter 11 trustee for Larson Land Company LLC, fka Select Onion Co. LLC, asks the U.S. Bankruptcy Court for the District of Idaho for permission to obtain postpetition financing from Ontario Asset Holdings, LLC ("Ontario-ConAgra"). Ontario-ConAgra will provide postpetition financing to the Debtor's estate for those expenses that are immediate and which if not paid will cause irreparable harm to the estate. According to court filings, the DIP agreement provides for $1.4 million to be drawn incrementally on a weekly basis during the course of the Chapter 11 case. The material provisions of the postpetition financing agreement are: i) Interest rate: 6% ii) Maturity: The first to occur of Aug. 13, 2012, the effective date of a plan of reorganization or liquidation, 30 days after entry of an Interim Financing Order if a Final Financing Order has not been entered by that date, or the sale of a material portion of the Debtor's assets; iii) Commitment fee: $50,000 (iv) Events of default: Among other things, failure to make a payment when due, failure to maintain insurance, failure to provide access to records and the Debtor's places of business, failure to use loan proceeds to fund cash needs in accordance with the budget. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant Ontario-ConAgra adequate protection liens and superpriority administrative expense claims, subject to carve out. Ontario-ConAgra asserts a prepetition claim against the Debtor in the amount of $42.45 million. Ontario-ConAgra claims a first priority security interest in the Debtor's real property, consisting of a farm property with 11,000 acres, and the real property where the Debtor?s processing facility is located. A full-text copy of the terms of the financing is available for free at http://bankrupt.com/misc/LARSONLAND_dipfinancing.pdf 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. John L. Davidson, has been named Chapter 11 Trustee, to take over management of the Debtor's estate. Hawley Troxell Ennis & Hawley LLP represents John L. Davidson, the Chapter 11 trustee. LEE BRICK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Lee Brick & Tile Company 3704 Hawkins Avenue Sanford, NC 27330 Bankruptcy Case No.: 12-04463 Chapter 11 Petition Date: June 15, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub About the Debtor: Lee Brick -- http://www.leebrick.com/-- began its operations in 1951 after Hugh Perry and 10 local businessmen from Lee County decided three years prior to invest in the business of brickmaking. In the late 1950's Hugh Perry bought out the investing partners, making Lee Brick a solely owned and operated family company. Hugh Perry named his son Frank president in 1970, which he served until 1999 and currently serves as CEO. Since 1999 Don Perry succeeded his father and serves as the company's president. Frank Perry, along with his sons Don and Gil, and brother-in-law JR (rad) Holton have helped guide the family business through revolutionary changes in brick manufacturing that few people in the ceramic industry could have ever anticipated. Debtor's Counsel: Kevin L. Sink, Esq. NICHOLLS & CRAMPTON, P.A. P.O. Box 18237 Raleigh, NC 27619 Tel: (919) 781-1311 Fax: (919) 782-0465 E-mail: ksink@nichollscrampton.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Don W. Perry, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Bank Deficiency Claim $6,496,076 130 N. Steele Street Sanford, NC 27330 Texican Horizon Energy Marketing, Trade Debt $32,934 LLC One Allen Center, Suite 1150 Houston, TX 77002 Barloworld Handling Trade Debt $10,307 P.O. Box 410050 Charlotte, NC 28273 Ploychem Corp. Trade Debt $9,072 Wicker Oil Company Trade Debt $7,878 J.C. Steele & Sons Trade Debt $1,697 Ceramica, Inc. Trade Debt $1,454 Auto Systems and Service Trade Debt $1,114 First Bank 2012 Chevrolet $521 Avery?s Creek Machine, Inc. Trade Debt $174 Cintas Corporation Trade Debt $139 Advantage Auto Store Trade Debt $137 John-Beverly Trade Debt $136 Signode Service Business Trade Debt $110 Lee Builder Mart, Inc. Trade Debt $83 Captain Rod Sullivan Trade Debt $59 Fastenal Company Trade Debt $58 Smith?s Coffee Trade Debt $50 Windstream Trade Debt $34 Lewis, Deese & Nance, LLP Trade Debt $10 LEONARD ALBANESE: Guarantee Lawsuits Cue Chapter 11 Bankruptcy -------------------------------------------------------------- Paul Brinkmann at South Florida Business Journal reports that Leonard Albanese filed a personal Chapter 11 bankruptcy citing $46.2 million in liabilities and $4.34 million in assets. The report, citing court documents, relates Mr. Albanese sought bankruptcy "due to the overwhelming costs of defending 15 personal guarantee lawsuits during the previous year, ten of which are still pending." The Business Journal has written about Mr. Albanese in several foreclosures, including the Sabina Plaza retail center in western Miami-Dade County, where Florida Community Bank filed against Sabina Investments Holdings, along with guarantors Mark Weiss and Mr. Albanese on a mortgage of $6.8 million. Mr. Albanese was also named in a foreclosure lawsuit in July over 64 home sites at the Oaks at Boca Raton, Florida. The report says the largest claim in the bankruptcy was a loan from AMT CADC Venture of Pasadena for $20.7 million. The report notes Mr. Albanese said he had $90,894 in gross income so far this year compared to a total of $179,709 in 2011. He is represented by Bradley Shraiberg, Esq., of Boca Raton-based Shraiberg, Ferrara, & Landau. LUMBER PRODUCTS: Ch. 11 Trustee Can Sell Assets to Rugby-LP, LLC ---------------------------------------------------------------- The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the District of Oregon authorized Edward C. Hostmann, the Chapter 11 trustee for Lumber Products to sell substantially all of the personal property assets of Debtor to Rugby-LP, LLC. Rugby-LP, as purchaser, entered into a purchase agreement, pursuant to which, among other things, purchaser agreed to purchase substantially all of the personal property assets of Debtor, excluding the inventory located at the seller's Chandler, Arizona location, plus the assumption of certain liabilities. In order to maximize the value of Debtor's estate for the benefit of creditors, the trustee required that the sale to purchaser, remain subject to higher or otherwise better offers. According to the trustee, the Debtor has been facing a liquidity shortage for approximately the past 18 months, which has substantially impacted its business and ability to purchase inventory. Copies of the sale documents are available at: http://bankrupt.com/misc/LUMBERPRODUCTS_sale.pdf http://bankrupt.com/misc/LUMBERPRODUCTS_sale_amended.pdf About Lumber Products Lumber Products -- http://www.lumberproducts.com/-- is a wholesale distributor of some of the finest hardwood lumber, hardwood plywood, and door and millwork products to the Northwest, Intermountain, and Southwest states since 1938. It has headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products is the sole owner of Lumber Products Holding and Management Company. Holdco is the sole owner of: Lumber Products Holding and Management Company; Sunrise Wood Products, Inc.; Lumber Products Washington, Inc.; Components & Millwork, Inc.; Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and Brady International Hardwoods Company. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012, listing under $50 million in assets and debts. Judge Elizabeth L. Perris presides over the case. The petition was signed by Craig Hall, president and chief operating officer. The Debtor owes Wells Fargo in excess of $22.8 million. Wells Fargo is represented by Lane Powell PC. Edward C. Hostmann, the Chapter 11 trustee is represented by Tonkon Torp LLP. M WAIKIKI: Files Fourth Amended Reorganization Plan --------------------------------------------------- M Waikiki LLC and The Davidson Family Trust dated Dec. 22, 1999, as Amended submitted to the U.S. Bankruptcy Court for the District of Hawaii their proposed Fourth Amended Plan of Reorganization dated June 8, 2012. According to the Plan, the Debtor will not sell the hotel before all allowed general unsecured claims have been paid in full, unless any remaining amount due for the allowed general unsecured claims as of the closing of the sale is paid to the holders thereof at the closing. Subject to the limitations set forth in Section 5.03, the Debtor may prepay part or all of any remaining balance of any allowed general unsecured claim at any time. A full-text copy of the Fourth Amended Plan is available for free at http://bankrupt.com/misc/M_WAIKIKI_plan_4amended.pdf About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., and James P. Muenker, Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky, Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to the Debtor. Bickel & Brewer serves as special litigation counsel. The Debtor tapped XRoads Solutions Group, LLC, and Xroads Case Management Services, LLC, as its financial and restructuring advisor. The Debtor disclosed $216,116,142 in assets and $135,085,843 in liabilities as of the Chapter 11 filing. Modern Management is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi & Verbrugge, in Honolulu, serve as bankruptcy counsel for the Creditors' Committee. MCM RESORT: Bankruptcy Filing Blocks Foreclosure Auction -------------------------------------------------------- Adam Sichko at the Business Review reports that MCM Resort Properties LLC has filed for Chapter 11 protection, halting a foreclosure auction of a 105-room hotel in Lake George that was scheduled for June 18, 2012. The report, citing court papers, relates MCM Resort said it expects to soon have a buyer willing to pay a price large enough to cover the hotel's $2.7 million of reported debt. Coldwell Banker Prime Properties listed the hotel on the market for $2.9 million. The hotel is situated on nine acres just off exit 21 on Interstate 87, near Route 9N -- Lake George's main drag. "I believe we will be receiving a purchase contract shortly," the report quotes part-owner Christine Boychuk as saying. The hotel, a former Ramada Inn, has been closed since fall 2009. The report adds MCM Resort listed three creditors with secured debt. The largest is mortgage lender TD Bank, which obtained a foreclosure judgment in March 2012. The hotel also lists 10 creditors with unsecured debt. An apparent family member, Olga Boychuk, is owed a note worth $225,000. The report says the hotel lists $3 million of assets. MCM Resort Properties LLC owns the Lake View Hotel and Conference Center. MERCED FALLS: Court Confirms Plan Co-Proposed by American AgCredit ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of California, according to the June 14, 2012 civil minutes, approved the Chapter 11 Plan dated March 30, 2012, that was co-proposed by debtor Merced Falls Ranch LLC and lender American AgCredit, FLCA. As reported in the Troubled Company Reporter on May 7, 2012, the Hon. W. Richard Lee approved the joint disclosure statement explaining the Plan. The Disclosure Statement stated that the Debtor and ACC reached an agreement on a consensual Joint Plan with these terms, among other things: (i) 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; (ii) interest accrues at 9.75% from the Petition Date on the AAC claim; and (iii) non-insider Class 4 unsecured claims are to be paid in full plus interest at 9.75% by Dec. 31, 2012. 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. MONTANA ELECTRIC: Performance 'Improved', Investors Eyed -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee for Southern Montana Electric Generation & Transmission Cooperative Inc. said that "improved financial performance" generated so much interest that he is setting up a formal timeline for proposals from investors intending to help finance a reorganization plan. According to the report, the trustee said in a court filing last week that he will attempt to confirm a Chapter 11 reorganization plan by the year's end. Assuming the bankruptcy judge in Butte, Montana, goes along with the proposal, anyone intending to make a reorganization proposal must submit the offer by Sept. 17. After consulting with the main parties in the case, the trustee will announce the best proposal around Oct. 15. The trustee said he reserves the right to propose a standalone plan if none of the proposals is adequate. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. The United States Trustee for Region 18 has appointed an Official Committee of Unsecured Creditors in the case. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. MSR RESORT: Extends Plan Filing Deadline Until June 28 ------------------------------------------------------ MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until Aug. 1, 2012, and Oct. 1, respectively. The Debtors relate that they have reached the final stages of their reorganization. Since the Petition Date, the Debtors have worked with their creditor constituents to complete the restructuring initiatives and lay the groundwork for a comprehensive financial restructuring. The Debtors need additional time to complete the remaining initiatives and a proposal of a value-maximizing plan of reorganization. A hearing on June 27, 2012, at 10 a.m. (prevailing Eastern Time) has been set. Objections, if any, are due June 20, at 4 p.m. In a separate filing, the Debtors notified the Court that they entered into a stipulation with Midland Loan Services, Inc., 450 Lex Private Limited, C Hotel Mezz Private Limited, Metropolitan Life Insurance Company, together with its wholly-owned subsidiary MLIC Asset Holdings II LLC, Five Mile Capital SPE B LLC, the Official Committee of Unsecured Creditors, Marriott International, Inc., and Waldorf-Astoria Management LLC, extending the exclusive periods to file and solicit acceptances for the proposed Plan until June 28, and Aug. 28, respectively. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. The resorts have agreement with lenders allowing the companies to remain in Chapter 11 at least until September 2012. Donald Trump has a contract to buy the Doral Golf Resort and Spa in Miami for $170 million. There will be an auction to learn if there is a better bid. The resorts have said that Trump's offer price implies a value for all the properties "significantly" exceeding the $1.5 billion in debt. The Official Committee of Unsecured Creditors is represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York. NET ELEMENT: Files Copy of Agreement & Plan of Merger ----------------------------------------------------- Net Element, Inc., entered into an Agreement and Plan of Merger with Cazador Acquisition Corporation Ltd., a Cayman Islands limited corporation on June 12, 2012. Subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Cazador, resulting in the Company ceasing to exist and Cazador continuing as the surviving company in the Merger. The Merger is intended to qualify as a tax-free reorganization. Cazador is a blank check company whose ordinary shares and warrants are listed on The NASDAQ Capital Market. Cazador was incorporated on April 2, 2010, for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses or assets. Following the Merger, the Surviving Company is expected to retain the Company's ticker symbol "NETE" upon Nasdaq's approval of Cazador's listing application, and as promptly as practicable after the effective time of the Merger, the Surviving Company intends to change its name to "Net Element International, Inc." A copy of the Agreement and Plan of Merger is available for free at http://is.gd/4J0n6D About Net Element Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.) currently operates several online media websites in the film, auto racing and emerging music talent markets. Following the 2011 results, Daszkal Bolton LLP, in Fort Lauderdale, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses and has an accumulated deficit and stockholders' deficiency at Dec. 31, 2011. The Company reported a net loss of $24.85 million in 2011, compared with a net loss of $3.10 million in 2010. The Company's balance sheet at March 31, 2012, showed $2.34 million in total assets, $6.83 million in total liabilities, and a $4.49 million total stockholders' deficit. NEW CENTURY MORTGAGE: Tex. App. Ct. Rules on Homeowners' Suit ------------------------------------------------------------- MARVIN MARTIN AND NATALIE ARCENEAUX, Appellant, v. NEW CENTURY MORTGAGE COMPANY, CARRINGTON MORTGAGE SERVICES, LLC, AND BARCLAYS CAPITAL REAL ESTATE, INC. D/B/A HOME Q SERVICING, Appellee, No. 01-11-00792-CV (Tex. App. Ct.), is a contractual standing case arising out of an attempted non-judicial foreclosure of a mortgage loan. Homeowners Marvin Martin and Natalie Arceneaux appeal the trial court's summary judgment order in favor of New Century Mortgage Corporation, Carrington Mortgage Services, and Barclays Capital Real Estate, Inc. d/b/a Home Q Servicing. Wells Fargo Bank N.A., acting as trustee for Carrington Mortgage Loan Trust, Series 2006-NC4 Asset-Backed Pass Through Certificates, responded to the suit. New Century assigned the deed of trust and underlying debt to Wells Fargo in its capacity as trustee. Carrington Mortgage acts as servicer on behalf of Wells Fargo. On appeal, the homeowners maintain that the trial court erred in granting summary judgment because (1) no evidence demonstrates that Carrington and Wells Fargo own the underlying debt and fact issues exist as to various claims against them for deceptive acts or practices; and (2) the underlying promissory note was pooled into a trust in violation of the trust's pooling agreement and thus any assignment of the note was invalid. In an Opinion issued June 14, 2012, available at http://is.gd/4xO3cBfrom Leagle.com, the Court of Appeals of Texas, First District, Houston, held that Wells Fargo had standing to enforce the note and its rights via contractual assignment of the note. The appeals court further concluded that the homeowners have failed to raise a fact issue on their federal and state claims against the lenders. The appeals court therefore affirmed. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NEW STREAM: 2nd Amended Plan of Reorganization Declared Effective ----------------------------------------------------------------- New Stream Secured Capital Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that the Effective Date of the Second Amended Joint Plan of Reorganization dated March 12, 2012, and supplemented on April 18, 2012, occurred on May 9, 2012. As reported in the Troubled Company Reporter on April 25, 2012, the Debtors won Delaware bankruptcy court approval of its plan, which was delayed for a year as creditors scuffled over the remains of the hedge fund's life settlement investment business. According to Bankruptcy Law360, the plan is premised on a global settlement of various thorny intercreditor disputes and pays back creditors with $127.5 million raised from the sale of New Stream's life settlement investment portfolio. About New Stream New Stream is an inter-related group of companies that collectively comprise an investment fund, headquartered in Ridgefield, Connecticut. Founded in 2002, New Stream focuses on providing non-traded private debt to the insurance, real estate and commercial finance sectors. On March 7, 2011, when New Stream was still soliciting votes on the Chapter 11 plan, certain investors filed a petition (Bankr. D. Del. Lead Case No. 11-10690) seeking to force three New Stream funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy. The petitioning investors in the New Stream investment enterprise say they are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The Petitioners are represented by (i) Joseph H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York. New Stream Secured Capital, Inc., and three affiliates (New Stream Insurance, LLC, New Stream Capital, LLC, and New Stream Secured Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed prepackaged Chapter 11 plan. Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J. Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP, serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. NSSC, Inc., estimated its assets and debts at up to $50,000. NSC estimated its assets at $100,000 to $500,000 and debts at $50,000 to $100,000. NSI estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. NSSC, LP, estimated its assets and debts at $500 million to $1 billion. NSI's insurance portfolio is being sold for $184.35 million as part of the Chapter 11 plan. The aggregate indebtedness secured by the investment portfolio of NSSC is $688,412,974. NSI owes $81,573,376 to certain account classes under a Bermuda fund. The Official Committee of Unsecured Creditors proposes to hire Kurtzman Carson Consultants LLC as its communications agent; Houlihan Lokey Howard & Zukin Capital, Inc., as its financial advisor and investment banker; and Zolfo Cooper, LLC, as its forensic accountants and litigation support consultants. New Stream completed a sale of its assets on June 3. New Stream sold the portfolio of life-insurance policies to an affiliate of McKinsey & Co. for $127.5 million. There were no competing bids at auction. NEWPAGE CORP: Creditors Disagree on How to Break Ch. 11 Deadlock ---------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that NewPage Corp.'s reorganization effort was assailed from all sides Friday, with two warring creditor factions floating different ideas to push the Company's bankruptcy forward. According to Jacqueline Palank at Dow Jones' Daily Bankruptcy Review, NewPage Corp.'s unsecured creditors say the paper maker is using its stay in Chapter 11 as a "sword" to force them to give up their challenge of some $2.7 billion in senior debt. Without a reorganization plan on file after nine months, NewPage's unsecured creditors are clamoring for a mediator to referee plan negotiations, while a trustee for secured lenders wants to open the door to competing plans to break the impasse, Bankruptcy Law360 relates citing objections filed in Delaware bankruptcy court. About NewPage Group 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. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel in the Chapter 11 case. 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. The Official Committee of Unsecured Creditors 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. NORTHSTAR AEROSPACE: Meeting to Form Creditors' Panel on June 25 ---------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on June 25, 2012, at 11:00 a.m. in the bankruptcy case of Northstar Aerospace (USA) Inc. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 2112 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Northstar Aerospace (USA) Inc., a manufacturer of gears and gearboxes for military helicopters, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. NORTHSTAR AEROSPACE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Northstar Aerospace (USA) Inc. 6006 W. 73rd Street Bedford Park, IL 60638 Bankruptcy Case No.: 12-11817 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Northstar Aerospace (Chicago) Inc. 12-11818 D-Velco Manufacturing of Arizona, Inc. 12-11819 Derlan USA, Inc. 12-11820 Chapter 11 Petition Date: June 14, 2012 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Mary F. Walrath About the Debtors: Northstar Aerospace -- http://www.nsaero.com/- - is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. Northstar has entered into an asset purchase agreement, subject to approval of the Courts with Heligear Acquisition Co. and Heligear Canada Acquistion Corporation, affiliates of Wynnchurch Capital, Ltd., pursuant to which substantially all of the assets of Northstar will be sold for an aggregate purchase price of approximately US$70 million, together with the assumption of certain liabilities. Debtors' Local Counsel: Charlene D. Davis, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 P.O. Box 25130 Wilmington, DE 19899 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: bankserve@bayardlaw.com - and ? Justin R. Alberto, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 P.O. Box 25130 Wilmington, DE 19899 Tel: (302) 429-4226 Fax: (302) 658-6395 E-mail: jalberto@bayardlaw.com Debtors' Counsel: Robert E. Richards, Esq. SNR DENTON US LLP 233 South Wacker Drive, Suite 7800 Chicago, IL 60606 Tel: (312) 876-8000 Fax: (312) 876-7934 - and ? Scott E. Koerner, Esq. David Pisciotta, Esq. SNR DENTON US LLP 1221 Avenue of the Americas New York, NY 10020-1089 Tel: (212) 786-6700 Fax: (212) 768-6800 Debtors' Claims Agent: LOGAN & CO. INC. http://www.loganandco.com Total Assets: $165.1 million as of March 31, 2012 Total Liabilities: $147.1 million as of March 31, 2012 The petitions were signed by Craig Yuen, chief financial officer. Debtors' Consolidated List of Their 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Boeing Company Customer Excess of $1M 100 Airport Way Agreement MC S100-3340, Building 100 Berkeley, MO 63166 Quality Tools & Abrasives Trade Debt $206,226 358 Country Club Drive Bensenville, IL 60106 Rexnord Industries Inc. Trade Debt $206,125 634 Glenn Avenue Wheeling, IL 60090 Roller Bearing Corp. Trade Debt $200,892 Sey-Tec Trade Debt $187,544 Haley Industries Ltd. Trade Debt $111,984 Hydralock Trade Debt $107,812 Grant Thornton LP Professional Services $102,620 Purolator Facet Trade Debt $80,427 GE Aviation Systems Trade Debt $75,810 Safety-Kleen Corp. Trade Debt $52,421 M.S. Aerospace Inc. Trade Debt $48,100 Canadian Metrology Certification Trade Debt $46,235 Wenzel America, Ltd. Trade Debt $43,845 Olympic Tool & Machine Trade Debt $32,032 Kapp Technologies L.P. Trade Debt $28,149 Marvin F. Poer & Company Trade Debt $25,439 Armil/CFS Inc. Trade Debt $24,543 Metal Improvement Co. Trade Debt $21,656 Bley Engineering Inc. Trade Debt $21,174 Boeing Commercial Airplane Group Trade Debt $21,101 Xerox Corporation Trade Debt $19,795 Magnetic Inspec Lab Inc. Trade Debt $15,798 Ikon Financial Services Trade Debt $15,009 Carter Logistics, LLC Trade Debt $12,226 IMEC Trade Debt $12,200 Luna Defense Systems, Inc. Trade Debt $12,128 Duo Company, Inc. Trade Debt $12,032 Pension Benefit Guaranty Pension Liability Undetermined Corporation Supplemental Employee Retirement Pension Liability Undetermined Pension Plan (U.S.) NOVASOLAR INC: Thin-Film Solar Manufacturer in Chapter 11 --------------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports that NovaSolar Inc., the thin-film solar manufacturer that was created from the management and technology of failed solar firm OptiSolar, filed for Chapter 11 bankruptcy. The Chapter 11 case summary for NovaSolar, Inc. was in yesterday's edition of the TCR. NovaSolar, Inc., doing business as NovaSolar Technologies, Inc., fileda Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-54528) in San Jose on June 15, 2012. Scott L. Goodsell, Esq., and William J. Healy, Esq., at Campeau, Goodsell Smith, in San Jose, serves as counsel. The Debtor disclosed $6,005,000 in assets and $14,042,355 in liabilities as of Chapter 11 filing. OPPENHEIMER PARTNERS: Plan Confirmation Hearing on August 9 ----------------------------------------------------------- Judge Sarah Sharer Curley of the Bankruptcy Court for the District of Arizona approved the third amended disclosure statement in support of the reorganization plan of Oppenheimer Partners Properties LLP dated March 21, 2012. The hearing to consider confirmation of the Plan will be held on Aug. 9, 2012 at 3:30 p.m. The exit financing requirements under the plan will be fully funded by the Debtor's cash on hand. The Debtor anticipates having $338,000 cash on hand by the Effective date. Furthermore, MidFirst Bank is holding $150,473.24 of the Debtor's money that will be available to fund the Plan. Prior to Plan Confirmation, MidFirst Bank N.A., a secured creditor, will have an interest in the cash on hand and the cash MidFirst is holding as Cash Collateral for its loan. After Plan Confirmation, MidFirst will have a lien on property and rents in accordance with the documents that secure its Note. The Partners will fund their $50,000 contribution by waiving their administrative expense claims owed to it by the Debtor for post- petition work managing and operating the Debtor and for which they have not been paid in full as a result of MidFirst's objection to the use of Cash Collateral. The Partners may also fund their contribution from loans from friends and family. The remainder of the monies necessary for the Plan will be funded entirely from monies obtained from the Debtor's post-confirmations operations. The management of the Debtor will remain with the Debtor, with management fees totaling $100,000 for the first year. Eric Hamburger will remain the manager assisted by Karl Haytcher. The Partners, so long as they are working on behalf of the Debtor, will be entitled to reduced rent on the Property. Beginning one year after the Effective Date, the Partners may be paid health, car, and other benefits typically available to owners and operators of a small business. This amount is projected to be $20,400 a year. MidFirst contends that the Partners are not entitled to a $100,000 per year management fee. A copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/OPPENHEIMER_PARTNERS_ds_3amended.pdf About Oppenheimer Partners Properties Oppenheimer Partners Properties LLP owns and operates a 184-unit residential apartment complex in Phoenix, Arizona. Oppenheimer purchased the property in June 2007 for $12 million through a combination of cash and a construction loan totaling $12.4 million. Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011. Judge Sarah Sharer Curley presides over the case. Gordon Silver's Robert C. Warnicke, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Eric Hamburger, managing partner. Oppenheimer said it anticipates filing a plan of reorganization that will pay creditors the full amount of their allowed claims. PHILADELPHIA ORCHESTRA: DIP Financing Access Extended to Dec. 31 ---------------------------------------------------------------- Judge Eric L. Frank has extended The Philadelphia Orchestra's authorization to access DIP financing from Sun Federal Credit Union. Specifically, the termination date of the DIP Financing will be Dec. 31, 2012. Since the DIP Order was entered, the Debtor has managed cash and made use of availability under the DIP Facility to continue operations and meet obligations in the ordinary course of business. As the Debtor continues negotiations with certain key constituencies, the Debtor's timeline for filing a plan of reorganization and ultimately emerging from bankruptcy has been in flux. Nevertheless, the Debtor requires continued access to DIP financing to ensure sufficient liquidity through the plan confirmation process. Recognizing this reality, the Debtor and the DIP Lender have agreed to the Extended Termination Date to provide the Debtor with ample time to complete the bankruptcy process and adequate access to financing. The Debtor has determined and continues to believe that the DIP Facility offered by the DIP Lender provides terms most favorable to the Debtor and its estate. As reported in the Troubled Company Reporter on Oct. 24, 2011, the material provisions of the DIP credit agreement includes, among other things: Borrower: The Philadelphia Orchestra Association DIP Lender: Sun Federal Credit Union DIP Facility Amount: The total loan of $3,100,000 to be made as loans on the Facility Effective Date and will be structured as two separate advances; one for $2,000,000 and another for $1,100,000. Interest Rates: The Loan will bear interest on the unpaid principal amount thereof from the date made until repaid and the interest rate will be 7-1/4% on the outstanding balances of the Loan owing to DIP Lender at the close of business for each day during each calendar month. Post-Default Interest: Upon the occurrence and during the continuance of an Event of Default, all obligations will bear interest at the rate of 9-1/4% per annum until paid. Administrative Fee: The Debtor will pay to DIP Lender on the Closing Date, for its sole account, an administrative fee in the amount of $15,500 in total for the Loans. Repayment of Loan: The Debtor agrees to repay in full all outstanding principal amounts of the Loan, and the Commitment will automatically terminate and be permanently reduced to zero, on the Termination Date, which is the earliest of, among other things: (a) April 16, 2012; (b) if a plan of reorganization has been confirmed by order of the Bankruptcy Court. Carve-Outs: The claims granted to the DIP Lender, the postpetition liens and any claims, security interests or liens ranking pari passu with or junior in priority to such claims of the DIP Lender will be subject to payment of the Carve- Outs. Philadelphia Orchestra's Exit Plan The Philadelphia Orchestra Association and the Academy of Music of Philadelphia Inc. filed a disclosure statement in support of their joint plan of reorganization dated May 23, 2012. The Plan contemplates the reorganization of the Debtors and the resolution of all outstanding Claims against, and Interests in, the Debtors. All Claims will be satisfied by cash payments to be issued by the Debtors. Because Philadelphia Orchestra is a non- profit corporation, there are no Interests in it to be cancelled. Philadelphia Orchestra's ownership interest in Academy of Music, which is a non-profit stock-issuing corporation, and the membership interests of the Boards in the Debtors, will be retained. Philadelphia Orchestra has agreed to pay $5.49 million to creditors. Of that total, $4.25 million will be paid on or before the Plan effective date. The classification and treatment of claims under the plan are: A. Class 1 (Secured Claims) will receive (a) Cash equal to the amount of the Allowed Secured Claim on or as soon as practicable after the later of (i) the Effective Date, (ii) the date that the Secured Claim becomes Allowed, and (iii) a date agreed to by the applicable Debtor and the Holder of the Class 1 Secured Claim; (b) Reinstatement of the Allowed Secured Claim; (c) the Property securing the Secured Claim; or (d) other treatment on such other terms and conditions as may be agreed upon in writing by the Holder of Claim and the Debtor. B. Class 2 (Priority Claims) will receive (a) the amount of unpaid Allowed Claim in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date on which such Class 2 Claim becomes Allowed, and (iii) a date agreed to by the applicable Debtor and the Holder of the Class 2 Priority Claim; or (b) other treatment on other terms and conditions as may be agreed upon in writing by the Holder of the Claim and the applicable Debtor. C. Class 3 (ESI, PNPP and Peter Nero Claims against POA) will receive payment in accordance with the terms of the ESI Settlement. All contracts and other agreements between ESI, PNPP, Finger Prince, Inc. and/or Peter Nero, on the one hand, and POA, on the other, are terminated pursuant to the Plan and replaced with the ESI Settlement. D. Class 4 (KCI Claims) will be paid as set forth in the KCI Settlement in full satisfaction of these Claims. Upon the Effective Date, the KCI Lease will be assumed as modified by the KCI Settlement. E. Class 5 (AFM-EPF Claims) will be paid in accordance with the AFM-EPF Settlement, such that upon the Effective Date, AFM-EPF will receive $1,750,000 in full satisfaction of such Claims. All AFM-EPF Claims asserted in these Chapter 11 Cases will be fully resolved upon the Effective Date upon the payment of the amount of the AFM-EPF Settlement. F. Class 6 (PBGC Claims and Termination Premiums) POA will pay to PBGC the sum of $1,317,387. Upon the Effective Date, POA will pay to PBGC a payment of $124,887 in full satisfaction of the PBGC Claims. In addition, POA will pay Termination Premiums to PBGC in an amount totaling $1,192,500 to be paid in three payments: the initial payment of $397,500 will be paid upon the Effective Date; the second payment of $397,500 will be paid not later than 12 months following the Effective Date; and the final payment of $397,500 will be paid not later than 24 months from the Effective Date. G. Class 7A (General Unsecured Claims Against POA) will receive an amount of Distributable Cash equal to 50% of the aggregate amount in U.S. dollars of the Holder's Class 7A Allowed General Unsecured Claim, without payment of interest. H. Class 7B (General Unsecured Claims Against AOM) will receive an amount of Distributable Cash equal to 100% of the aggregate amount in U.S. dollars of such Holder's Class 7B Allowed General Unsecured Claim, without payment of interest. I. Class 8 (Convenience Class Claims Against POA) will receive an amount of Distributable Cash equal to the lesser of the value of the Allowed Claim or $1,000, without payment of interest, upon the Effective Date. J. Class 9 (SpectiCast Claims) will be deemed rejected and terminated pursuant to the Plan. All SpectiCast Claims are Disputed. If any, Allowed SpectiCast Claims will receive, in full satisfaction, settlement, release, extinguishment and discharge of the Claims, treatment in accordance with Class 7A of this Plan. K. Class 10 (Interests) will retain its Interest and receive no Property or other distribution of value on account of its Interest. There's a June 28 hearing to consider confirmation of the Plan. A full-text copy of the disclosure statement is available for free at http://bankrupt.com/misc/PHILADELPHIAORCHESTRA_ds.pdf About Philadelphia Orchestra The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Bloomberg News says the orchestra became the first major U.S. symphony to file for bankruptcy protection, surprising the music world. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association, Academy of Music of Philadelphia, Inc., and Encore Series, Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to 11-13100) on April 16, 2011. Judge Eric L. Frank presides over the case. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. Curley, Hessinger & Johnsrud serves as its special counsel. Philadelphia Orchestra disclosed $15,950,020 in assets and $704,033 in liabilities as of the Chapter 11 filing. Encore Series, Inc., tapped EisnerAmper LLP as accountants and financial advisors. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' case. Reed Smith LLP serves as the Committee's counsel. The orchestra postpetition signed a new contract with musicians and authority to terminate the existing musicians' pension plan. PRESIDENTIAL REALTY: Unit Borrows $500,000 from Country Bank ------------------------------------------------------------ Palmer-Mapletree LLC, of which Presidential Realty Corporation, is the sole member, closed on a Loan Agreement dated June 8, 2012, with Country Bank for Savings. The Loan Agreement provides to the Borrower a $500,000 commercial mortgage evidenced by a Commercial Note issued by the Borrower in favor of the Lender and a commercial revolving demand line of credit in an amount not to exceed $500,000 evidenced by a Demand Revolving Line of Credit Note issued by the Borrower in favor of the Lender. The Commercial Note provides for an interest rate of 5% per annum for an initial period of 5 years from the Closing Date. Thereafter, the interest rate will be adjusted during each one month period, or any portion thereof, equal to the Lender's Prime Rate plus 1% with a floor of 5% per annum. During the Initial Period, principal and interest of the Commercial Note will be payable monthly in the amount of $3,973.24, and thereafter, in such amounts necessary to fully amortize the then unpaid principal existing at the expiration of the Initial Period and each Adjustment Period at the then applicable rate of interest and based upon an amortization period of 15 years from the Closing Date. Any remaining unpaid principal and accrued interest will be due and payable on June 8, 2027. If any payment due under the Commercial Note is more than fifteen days overdue, a late charge of 5% of the overdue payment shall be immediately due and payable to the Lender. The Borrower may prepay the Commercial Note at any time, subject to a prepayment premium of 5% of the outstanding principal balance if the prepayment occurs during the first year of the Commercial Note, 4% if the prepayment occurs during the second year, 3% if the prepayment occurs during the third year, 2% if the prepayment occurs during the fourth year and 1% if the prepayment occurs during the fifth year. Upon an event of default, the outstanding principal of the Commercial Note will bear interest at a rate equal to the lesser of (a) the highest interest rate permitted by applicable law or (b) 5% per annum above the interest rate then in effect at the time of the default. The Borrower's obligations under the Notes are secured by the Borrower's land, with all buildings and improvements now or hereafter thereon, located at 20 Wilbraham Street, Palmer, Hampden County, Massachusetts pursuant to a Mortgage and Security Agreement. A copy of the Loan Agreement is available for free at: http://is.gd/YMPAys About Presidential Realty Headquartered in White Plains, New York, Presidential Realty Corporation, a real estate investment trust, is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate. On Jan. 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company's liabilities. Following the 2011 results, Holtz, Rubenstein Reminick LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency. The Company reported a net loss of $6.16 million in 2011, compared with a net loss of $2.57 million in 2010. The Company's balance sheet at March 31, 2012, showed $16.13 million in total assets, $17.70 million in total liabilities and a $1.57 million total stockholders' deficit. PRINCE SPORTS: Creditors Object to Brand Deal, Chapter 11 Plan -------------------------------------------------------------- Peg Brickley at Dow Jones' DBR Small Cap reports that creditors say tennis-racket maker Prince Sports Inc. is cutting too many corners as it heads toward a bankruptcy deal with Authentic Brands Group LLC. In May, Prince Sports said that it reached an agreement to license its iconic brands to Battle Sports Science LLC in a deal that will return at least $15 million to the ailing tennis equipment supplier and keep it in the game for the upcoming season. About Prince Sports Prince Sports, Inc. and its U.S. affiliates filed voluntary petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that contemplates the transfer of ownership to Authentic Brands Group (ABG)-Prince LLC. Founded in 1970, Prince Sports has a 42-year track record of developing premium quality products for the racquet sports industry. The Company pioneered many innovative designs, including the "oversized" racquet, the "longbody" racquet, and technology for racquet applications such as Triple Threat, 03 and EX03. Prince sells its products through brands like "Ektelon," which sells racquetball racquets, footwear and gloves and "Viking Athletics," through which it sells platform tennis paddles, balls and gloves. Prince is distributed in over 100 countries. Lincolnshire Management Inc. acquired Prince from Benneton Group, the parent company of United Colors of Benneton, in 2003. Lincolnshire Management sold Prince to Nautic Partners in August 2007. The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which acquired the secured debt from GE Capital and Madison Capital, will be acquiring 100% of the new equity in exchange of the discharge of the debt. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. The Debtors have also tapped FTI Consultin, Inc., to provide David J. Woodward as Chief Restructuring Officer, and provide additional personnel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. QUANTUM CORP: Incurs $8.8 Million Net Loss in Fiscal 2012 --------------------------------------------------------- Quantum Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $8.81 million on $652.37 million of total revenue for the fiscal year ended March 31, 2012, compared with net income of $4.54 million on $672.27 million of total revenue during the prior year. The Company's balance sheet at March 31, 2012, showed $395.34 million in total assets, $442.02 million in total liabilities, and a $46.68 million stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/O9wPOX About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. REAL MEX: Taps Deloitte FAS to Continue CRG Partners' Work ---------------------------------------------------------- Real Mex Restaurants, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Deloitte Financial Advisory Services LLP. The Debtors relate that Deloitte FAS acquired substantially all assets of CRG Partners Group LLC, which the Debtors previously had retained for consulting services, including provision of a chief restructuring officer. The Debtors now seek to employ Deloitte FAS, as the acquirer of the CRG Engagement Letter, in order to continue receiving, without interruption, the consulting services that CRG previously provided. As reported in the Troubled Company Reporter on March 14, 2012, the Hon. Brendan L. Shannon authorized the Debtors to employ CRG Partners; and appoint Gene R. Baldwin as chief restructuring officer. Pursuant to the engagement agreement, the parties agreed that: 1. CRG will, among other things assist the Debtors (i) in implementing the sale to RM Opco LLC; and (ii) with respect to certain operational and business plan issues for the going forward business being sold to purchaser; 2. All of CRG's fees and expenses will be paid directly by the purchaser; 3. CRO will be covered as an officer under the Debtor's existing director and officer liability insurance; and 4. The purchaser, not the Debtor, will provide CRG with an indemnity. To the best of the Debtors' knowledge, Deloitte FAS is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing on July 17, 2012, at 4 p.m. (prevailing Eastern Time) has been set. Objections, if any, are due June 26. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11- 13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. RG STEEL: Asset 'Fire Sale' Only Benefits Owners, Creditors Say --------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that RG Steel LLC's unsecured creditors accused the Company on Monday of rushing to sell its assets for the benefit of owners Renco Group Inc. and Cerberus Capital Management LP. The official committee of unsecured creditors said the company's proposed bid procedures and debtor-in-possession financing package together dictate a "fire sale," to be completed in less than two months, that will chill bidding and likely put the assets back in the hands of Renco and Cerberus through a credit bid, according to Bankruptcy Law360. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. RLD INC: Creditor Exchange Bank Wants Plan Confirmation Denied -------------------------------------------------------------- Exchange Bank, a California banking corporation, asks the U.S. Bankruptcy Court Northern District of California to deny the confirmation of RLD, Inc.'s Chapter 11 Plan of Reorganization. Exchange Bank holds secured and unsecured claims in the Debtor's case. Exchange Bank holds a promissory note dated May 29, 2007 with an original principal amount of $10,500,000. The Promissory Note is secured by a first priority Deed of Trust on the real property located at 4754 Old Redwood Highway, Santa Rosa, California, dated May 28, 2007. The property is a multi-tenant shopping center. According to Exchange Bank, among other things: -- the Plan fails to satisfy Section 1129(a)(8) and its requirement that each class either accept the plan or be unimpaired; -- the Plan proposes in Class 11 to fix the interest rate at 3.125% through the Promissory Note's extended maturity date of Sept. 1, 2020. The interest rate is calculated by adding 2.100% to the monthly average yields on United States Treasury Securities adjusted to a constant maturity of five years, as published by the Federal Reserve Bank as of May 1, 2012. The Plan On May 16, 2012, the Court approved the Disclosure Statement explaining the Debtor's Plan dated April 6, 2012. The Court ordered that the deadline for the Debtor to confirm a Plan is extended until June 30, 2012. Under the Plan, holders of secured claims will be paid in full, or, otherwise, will retain the real property collateral in full satisfaction of said allowed claim. Unsecured claims will be paid the aggregate sum of $150,000, in monthly installments of $3,000, distributed on a prorata basis to the holders on a quarterly basis, with the balance paid in full within one year of the revesting of the Lorraine E. Ring bankruptcy estate's property in Lorraine E. Ring. Holders of allowed Class 18 Interests will retain the interests subject to the terms of the Plan. Such holders will execute any documents reasonably required to implement the Plan and will take no action inconsistent with the terms of the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/RLD_INC_ds.pdf About RLD Inc. RLD, Inc., based in Santa Rosa, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011. Judge Alan Jaroslovsky presides over the case. The Law Offices of Steven M. Olson serves as the Debtor's counsel. The Debtor disclosed $10,824,405 in assets and $19,304,145 in liabilities as of the Petition Date. RTW PROPERTIES: Federal Income Tax Lien Dispute Cues Bankruptcy --------------------------------------------------------------- Schertz, Texas-based RTW Properties, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on June 18. RTW Properties owns a petroleum-storage facility in the Port of Brownville, Texas. The facility includes tanks with storage capacity of 230,000 barrels. The Debtor also owns a tract of land in Schertz, Texas. The Debtor sought bankruptcy protection to deal with a $22 million federal income tax lien. The Debtor on the petition date filed applications to hire Langley & Banack, Inc. as attorneys and William O. Grimsinger and Chamberlain Hrdlicka as special counsel to prosecute an adversary complaint in connection with the tax lien. At the first-day hearing held on June 18, Judge Richard S. Schmidt approved the hiring of professionals, as well as the assumption of a tank farm lease. The judge also granted interim orders allowing the Debtor access of cash collateral and prohibiting utilities from discontinuing service. William R. Mallory, member manager of Royal Holding, LLC, the general partner of the Debtor, explains in a court filing that before the petition date, the Internal Revenue Service asserted a federal tax lien in the amount of $22 million on account of unpaid excise taxes dating back to years as early as 2003. For years prior to the petition date, the Debtor has attempted to resolve the IRS tax lien to no avail. The Debtor believes that the Federal tax lien claimed by the IRS is overstated. The Debtor intends to resolve the tax lien through an adversary proceeding. RTW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RTW Properties, LP 9998 Doerr Lane Schertz, TX 78154 Bankruptcy Case No.: 12-20319 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt About the Debtor: RTW Properties owns a petroleum-storage facility in the Port of Brownville, Texas. The facility includes tanks with storage capacity of 230,000 barrels. The Debtor also owns a tract of land in Schertz, Texas. Debtor's Counsel: Roderick Glen Ayers, Jr., Esq. LANGLEY BANACK, INC. 745 E. Mulberry, Suite 900 San Antonio, TX 78212-3166 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: gayers@langleybanack.com Debtor's Special Counsel: William O. Grimsinger, Esq. CHAMBERLAIN HRDLICKA Scheduled Assets: $20,551,714 Scheduled Liabilities: $63,550,000 The petition was signed by William A. Mallory, managing member, R. Hold., LLC, general partner. Debtor's List of Its 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Commercial Billing Service Goods and Services $0 P.O. Box 2201 Decatur, AL 35609-2201 Colorado Railroad Builders Goods and Services $0 P.O. Box 3086 Brownsville, TX 78523-3086 Coby Belew Goods and Services $0 Cobyco Inc. 1406 Oriental Avenue Arlington, TX 76011 Cintas Corporation Loc 538 Goods and Services $0 Chemical Response & Goods and Services $0 Remediation Contr. Carlton Industries, Inc. Goods and Services $0 Brownsville Public Utilities Goods and Services $0 Board Brownsville GMS, Ltd. Goods and Services $0 Brownsville Chamber Commerce Goods and Services $0 BRG Railroad Goods and Services $0 Boydston Company Goods and Services $0 Balch Machine Co., Inc. Goods and Services $0 Back-Up Solutions Goods and Services $0 August Mack Environmental Goods and Services $0 AT&T Mgmt. Serv. Goods and Services $0 AT&T Goods and Services $0 Anselmo Arrendondo, Jr. Goods and Services $0 Analytical Scientific, Ltd. Goods and Services $0 Airgas Southwest Inc. Goods and Services $0 802 Motor Sports Goods and Services $0 SAAB CARS: Rejects CLS Logistics Services Agreement for Parts Sale ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware approved a stipulation authorizing SAAB Cars North America, Inc., to reject Logistics Services Agreement with Caterpillar Logistics Services LLC nunc pro tunc May 31, 2012. The stipulation entered among the Debtor, the Official Committee of Unsecured Creditors and CLS dated June 1, 2012, delineate, inter alia, the agreement of the parties regarding the rejection of that certain Amended and Restated Logistics Agreement, dated Aug. 1, 2000, as amended. The Debtor related that the approval of the stipulation is a condition of the pending sale of the parts inventory to North American Distribution Services, Inc. As reported in the Troubled Company Reporter on June 8, 2012, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Saab Cars North America Inc. was authorized by the bankruptcy court in Delaware to sell the parts inventory for about $2.7 million to an affiliate of the parent. There were no competing bids, so the auction was canceled. The Swedish parent is setting up a subsidiary to take over the distribution of parts in the U.S. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. Donlin, Recano & Company, Inc. (DRC), has been retained to provide claims and noticing agent services to Saab Cars North America, Inc. in its Chapter 11 case. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. On Feb. 24, 2012, the Court, inconsideration of the petition filed on Jan. 30, 2012, granted Saab Cars North America, Inc., relief under Chapter 11 of the Bankruptcy Code. On March 9, 2012, the U.S. Trustee formed an official Committee of Unsecured Creditors and appointed these members: Peter Mueller Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and Delaware Motor Sales, Inc. The Committee tapped Wilk Auslander LLP as general bankruptcy counsel, and Polsinelli Shughart as its Delaware counsel. SAAB CARS: Taps PricewaterhouseCoopers LLP as Tax Accountants ------------------------------------------------------------- SAAB Cars North America, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ PricewaterhouseCoopers LLP, as tax accountants. PwC will provide tax accounting and compliance services, subject to approval of the application: -- preparation of U.S. Corporation Income Tax Return, Form 1120, for Debtors for the tax year beginning Jan. 1, 2011, through Dec. 31, 2011, and any schedules or statements required thereunder; -- preparation of required state corporate income tax returns for the tax year beginning Jan. 1, 2011, through Dec. 31, 2011, and any schedules or statements required thereunder; and -- completion of Schedule UTP, if applicable. PwC may also provide additional services not specifically set forth in the Engagement Letter, including providing advice or assistance with respect to matters involving the Internal Revenue Service or other tax authorities on an as-needed or as-requested basis. To the best of the Debtor's knowledge, PwC has no connection with, and holds no interest adverse to, the Debtor or its estate in the matters on which PwC is proposed to be engaged, except that (i) prior to the commencement of the case, PwC rendered prepetition services to the Debtor, (ii) PwC was paid $16,929 in fees in the 90-day period prior to the Commencement Date, and (iii) PwC has rendered services, and may continue to render services, to certain of the Debtor's creditors or other parties-in-interest in matters wholly unrelated to the chapter 11 cases. Further, as of the Commencement Date, PwC was owed $59,229 by the Debtor for fees for services rendered. However, PwC waives any and all entitlement to make a prepetition claim against the Debtor with respect to any fees. The hourly rates of PwC's personnel are: Partner $540 Director $342 Manager $266 Senior Associate $202 Associate $135 Administrative $81 Subject to the Engagement Letter, PwC estimates that the fee range for the preparation and filing of the 2011 federal return will be $49,500 and the fee range for the preparation and filing of 35 2011 state returns will be $90,000. The Debtor set a hearing for July 10, 2012, at 11 a.m. Objections, if any, are due June 28, at 4 p.m. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. Donlin, Recano & Company, Inc. (DRC), has been retained to provide claims and noticing agent services to Saab Cars North America, Inc. in its Chapter 11 case. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. On Feb. 24, 2012, the Court, inconsideration of the petition filed on Jan. 30, 2012, granted Saab Cars North America, Inc., relief under Chapter 11 of the Bankruptcy Code. On March 9, 2012, the U.S. Trustee formed an official Committee of Unsecured Creditors and appointed these members: Peter Mueller Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and Delaware Motor Sales, Inc. The Committee tapped Wilk Auslander LLP as general bankruptcy counsel, and Polsinelli Shughart as its Delaware counsel. SADLER CLINIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sadler Clinic, PLLC 690 South Loop 336 West Conroe, TX 77304 Bankruptcy Case No.: 12-34546 Affiliate that filed separate Chapter 11 petition: Entity Case No. ------ -------- Montgomery County Management Company, LLC 12-34547 Chapter 11 Petition Date: June 15, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown About the Debtors: The Debtors operate a multi specialty physician clinic known as Sadler Clinic. Sadler Clinic was founded in 1958 by Dr. Deane Sadler, Dr. Irving Watson and Dr. Walter Wilkerson. Sadler Clinic grew steadily through the years. At its peak in 2010, Sadler Clinic had 13 locations, over 100 providers, and a staff of more than 600 healthcare professionals. In 2010, the Debtors' annual revenue exceeded $250,000,000. The Debtors prepared a restructuring plan but was unable to obtain support of a plan from Hospital Corporation of America. The Debtors are now preparing for an orderly liquidation. Debtors' Counsel: Jason M. Rudd, Esq. DIAMOND MCCARTHY, L.L.P. 909 Fannin, Suite 1500 Houston, TX 77010 Tel: (713) 333-5100 E-mail: jrudd@diamondmccarthy.com - and ? Kyung Shik Lee, Esq. DIAMOND MCCARTHY, L.L.P. 909 Fannin, Suite 1500 Houston, TX 77010 Tel: (713) 333-5125 Fax: (713) 333-5195 E-mail: klee@diamondmccarthy.com Montgomery County Management's Estimated Assets: $10,000,001 to $50,000,000 Montgomery County Management's Estimated Debts: $10,000,001 to $50,000,000 Sadler Clinic's Estimated Assets: $1,000,001 to $10,000,000 Sadler Clinic's Estimated Debts: $10,000,001 to $50,000,000 The petitions were signed by John T. Young, Jr., chief restructuring officer. Debtors' Consolidated List of Their 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ LSAC Woodlands, LP -- $355,653 100 West 33rd Street New York, NY 10001 The Doctors Company -- $355,381 811 Barton Springs Road, #800 Austin, TX 78704 Strasburger & Price, LLP -- $323,817 P.O. Box 50100 Dallas, TX 75250-9989 LabCorp of America Holdings -- $268,056 P.O. Box 2270 Burlington, NC 27216-2270 HR Acquisitions of San Antonio, -- $196,207 Ltd. SNH Medical Office Properties Trust-- $189,381 OCS, Inc. -- $183,133 336 at South Medical, Ltd. -- $179,333 Triad Isotopes, Inc. -- $153,959 Optuminsight -- $153,270 Sanofi Pasteur, Inc. -- $136,169 Resmed -- $126,290 Physician Sales & Service, Inc. -- $116,651 Baylor Pathology -- $106,243 Advanced Medical Physics, Inc. -- $100,000 Siemens Medical Solutions USA, Inc.-- $91,669 Johnson & Johnson -- $89,849 Iron Mountain Secure Shredding -- $83,790 Consolidated Communications -- $78,709 MCHD -- $76,523 SAGE PHYSICIAN: Bankruptcy Stays Ergen Revocable Trust's Suit ------------------------------------------------------------- CANTEY M. ERGEN, in her official capacity as trustee of The Cantey M. Ergen Revocable Trust, U/A, Plaintiff, v. SAGE PHYSICIAN PARTNERS, INC., d/b/a AMERICAN PHYSICIAN HOUSECALLS, a Texas corporation, D. YALE SAGE, individually, and KIRK R. SHORT, individually, Defendants, Civil Action No. 11-cv-03164-CMA-CBS (D. Colo.), is stayed and administratively closed in view of Sage Physician Partners' Chapter 11 bankruptcy filing, pursuant to District Judge Christine M. Arguello's June 14, 2012 Order available at http://is.gd/JFjRz4from Leagle.com. Plano, Texas-based Sage Physician Partners, Inc., dba American Physician Housecalls, filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 12-41314) on May 14, 2012. Larry A. Levick, Esq., and Michelle E. Shriro, Esq., at Singer & Levick, P.C., serve as the Debtor's counsel. In its petition, the Debtor estimated under $50,000 in assets and $10 million to $50 million in debts. The petition was signed by Christopher L. McAdam, president. SAND TECHNOLOGY: Cuts 18 Positions to Reduce Costs -------------------------------------------------- SAND Technology Inc. has reduced its workforce eliminating 18 positions in Canada, the United Kingdom, the U.S. and Germany in an effort to contain costs. "This initiative allows us to further preserve capital while maintaining a core team to support our ongoing business, as we continue to progress in our strategic review process," said Thomas M. O'Donnell, Chief Executive Officer of SAND Technology Inc. "The strategic review remains our top priority." The Corporation also announced that its current Chief Financial Officer left the Corporation effective June 4, 2012. As previously announced, the Corporation's board of directors and management team initiated a review of the business, including consideration of all available strategic options, with the objective of maximizing value for shareholders. There can be no assurance, however, that the strategic review will result in any specific transaction. About SAND Technology Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF) -- http://www.sand.com/-- provides Data Management Software and Best Practices for storing, accessing, and analyzing large amounts of data on-demand while lowering TCO, leveraging existing infrastructure and improving operational performance. SAND/DNA solutions include CRM analytics, and specialized applications for government, healthcare, financial services, telecommunications, retail, transportation, and other business sectors. SAND Technology has offices in the United States, Canada, the United Kingdom and Central Europe. In its annual report on Form 20-F for the fiscal year ended July 31, 2010, filed with the U.S. Securities and Exchange Commission, the Company noted it has incurred operating losses in the current and past years. The Company has also generated negative cash flows from operations and has a significant working capital deficiency. "The Company's uncertainty as to its ability to generate sufficient revenue and raise sufficient capital, raise significant doubt about the entity's ability to continue as a going concern," the Company said in the filing. The Company said it is in the process of seeking additional financing for its current operations. Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the company's financials but did not issue an adverse going concern opinion in accordance with Canadian reporting standards. The Company reported a net loss and comprehensive loss of C$2.11 million on C$6.87 million of revenue for the fiscal year ended July 31, 2011, compared with a net loss and comprehensive loss of $745,549 on $6.56 million of revenue during the prior year. SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89 million in total assets, C$3.11 million in total liabilities and C$2.78 million shareholders' equity. SEARCHMEDIA HOLDINGS: Fails to Comply With NYSE Equity Standards ---------------------------------------------------------------- SearchMedia Holdings Limited (nyse mkt:IDI) (nyse mkt:IDI.WS), one of China's leading nationwide multi-platform media companies, disclosed receipt of a notice from NYSE MKT LLC dated June 13, 2012, extending the period from May 21, 2012 to January 15, 2013, which the Company must meet the Exchange's financial impairment standard. The Company's requirement to meet the minimum stockholders' equity standards remained unchanged at January 15, 2013. On July 15, 2011, the Exchange originally notified the Company that it was not in compliance with (1) Section 1003(a)(i) of the NYSE MKT Company Guide (the "Company Guide") because it reported stockholders' equity of less than $2,000,000 as of December 31, 2010 and losses from continuing operations and net losses in two of its three most recent fiscal years ended December 31, 2010 (2) Section 1003(a)(ii) of the Company Guide because it reported stockholders' equity of less than $4,000,000 as of December 31, 2010 and losses from continuing operations and net losses in three of its four most recent fiscal years ended December 31, 2010 and (3) Section 1003(a)(iv) of the Company Guide because, in the opinion of the Exchange, the Company's losses and its existing financial resources, bring into question whether it will be able to continue operations and/or meet its obligations as they mature. Based on the information provided by the Company to the Exchange, the Exchange in a letter dated June 13, 2012, notified the Company that it had made significant progress towards regaining compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv) of the Company Guide and that the Company must demonstrate it had regained compliance by January 15, 2013. In addition, NYSE MKT issued a new deficiency notification to the Company because it was not in compliance with Section 1003(a)(iii) of the Exchange's Company Guide for reporting stockholders' equity of less than $6,000,000 as of December 31, 2011 and losses from continuing operations and net losses in its five most recent fiscal years ended December 31, 2011, and that its listing is being continued pursuant to additional extension of time to regain compliance by January 15, 2013. The Company is also required to provide the Exchange with updates in conjunction with the initiatives of the Company's compliance plan as appropriate or upon request. About SearchMedia SearchMedia is a leading nationwide multi-platform media company and one of the largest operators of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates a network of high-impact billboards and one of China's largest networks of in-elevator advertisement panels in 50 cities throughout China. Additionally, SearchMedia operates a network of large-format light boxes in concourses of eleven major subway lines in Shanghai. SearchMedia's core outdoor billboard and in- elevator platforms are complemented by its subway advertising platform, which together enable it to provide a multi-platform, "one-stop shop" services for its local, national and international advertising clients. Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial doubt about SearchMedia Holdings' ability to continue as a going concern following the 2010 financial results. The independent auditors noted that the Company has suffered recurring net losses from operations and has a working capital deficiency. Searchmedia Holdings reported a net loss of $13.45 million in 2011, a net loss of $46.63 million in 2010, and a net loss of $22.64 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $50.45 million in total assets, $63.90 million in total liabilities and a $13.45 million total shareholders' deficit. SEQUOIA PARTNERS: Hires CBRE as Real Estate Appraiser ----------------------------------------------------- Sequoia Partners, LLC, sought and obtained permission from the Bankruptcy Court to employ CBRE, Inc., to prepare an appraisal of the Debtor's real property and provide testimony in connection with any appraisals presented. The Debtor has agreed to compensate CBRE on the basis of $30,000 fee for all fees and expenses through delivery of the final valuation report. In the event that CBRE is asked to deliver expert testimony after delivery of the final valuation report, CBRE's services for trial preparation and testimony will be billed on an hourly basis. Fees for preparation for and time spent in meetings, depositions and court testimony will be billed at $400 per hour for appraisers with the MAI designation, and $300 per hour for non-MAI Senior Appraisers. CBRE does not hold or represent any interests adverse to the interests of the estate or of the Debtor. About Sequoia Partners, LLC Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on Dec. 29, 2010. Tara J. Schleicher, Esq., at Farleigh Wada Witt Attorneys, serves as the Debtor's bankruptcy counsel. Beowulf Consulting, LLC, serves as accountant. CPM Real Estate Services, Inc., serves as loan broker. The Debtor estimated assets at $50 million to $100 million and debts at $10 million to $50 million. Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five members to the official committee of unsecured creditors. The Committee tapped Douglas R. Schultz and Cassie K. Jones and the law firm of Gleaves Swearingen Potter & Scott LLP as its counsel. SMF ENERGY: Has Final Authority to Use Cash Collateral ------------------------------------------------------ SMF Energy Corporation and its debtor-affiliates sought and obtained final authority from the Bankruptcy Court to use cash collateral to fund their operations while in Chapter 11, and to provide adequate protection to Wells Fargo Bank, National Association. Wells Fargo, the Debtors' prepetition lender, contends that the Debtors owed the bank as of the Petition Date, for revolving credit loans in the approximate principal amount of $6,695,581; for term loans in the approximate principal amount of $3,283,511; for fees, expenses, and other charges associated with depository accounts and other banking products and services; in the approximate amount of $900,000 for reimbursement obligations arising out of two unexpired letters of credit; and in the amount of $125,000 for an early termination fee. The debt is secured by the Debtors' assets. As adequate protection for any diminution in the value of Wells Fargo's interest resulting from the use of Cash Collateral, the lender is granted replacement liens on the Debtors' assets. The Replacement Collateral, however, does not include (i) property of the Debtors that existed on the Petition Date and was not subject to any lien or security interest as of the Petition Date, or (ii) any claims or causes of action of any Debtor under Chapter 5 of the Bankruptcy Code. The adequate protection liens will also be subordinate to any fees payable to the Clerk of the Court and the United States Trustee. The Debtors have sought to sell their assets to Sun Coast Resources Inc., subject to higher and better offers. Sun Coast, a Houston-based fuel delivery company, has offered $9 million plus a price for inventory, to be determined three days before the sale, based on an inventory count. Sun Coast's bid consists of $5 million for the assets not in Texas; and $4 million for the Texas- based assets. A May 25 auction was scheduled in the case. The Final Cash Collateral Order provides that no later than one business day after the date of closing of any sale of assets to Sun Coast Resources, Inc., the Debtors will distribute and transfer to the Lender in immediately available funds Cash Collateral in an amount equal to the known outstanding liquidated, non-contingent Pre-Petition Debt. The Order also provides any interested party having standing to do so to may commence an appropriate adversary proceeding or contested matter objecting to the validity or amount of the Pre- Petition Debt, or the validity, extent, perfection, priority or non-avoidability of the Pre-Petition Liens in the Pre-Petition Collateral or seeking disgorgement of all or part of the payment of the Pre-Petition Debt, which adversary proceeding or contested matter must be filed no later than June 29, 2012, provided that such deadline may be extended by the Court for good cause shown or with the written consent of the Lender. The Order also provides that (a) during the Cash Collateral Period and for so long as the Debtors are authorized to use Cash Collateral, (i) prior to the Distribution occurring, the Debtors may use Cash Collateral up to the amounts shown in the Budget to pay compensation and reimburse expenses of professionals (including attorneys, financial advisors, accountants and consultants) retained by the Debtors in an amount up to $575,000 in the aggregate during the Cash Collateral Period or the Committee in an amount up to $75,000 in the aggregate during the Cash Collateral Period, which amounts have been deposited in an escrow account maintained by counsel for the Debtors for payment of allowed fees and expenses of Professionals, and (ii) after the Distribution occurs, use of Cash Collateral to pay Professional Expenses will not be subject to any budget or monetary cap but will instead be limited only by the other terms and conditions of the Order and the Lender's right to object to allowance and payment of Professional Expenses. Notwithstanding the lien of the Lender on the funds in the Professional Expense Escrow, all funds deposited in the Professional Expense Escrow will be available and may be used solely for the payment of Professionals upon approval thereof by the Court, whether before or after the expiration or termination of the use of Cash Collateral, provided that such fees and expenses will relate to the period prior to such expiration or termination. The Lender will have a first priority lien on all funds in the Professional Expense Escrow and any amounts not payable to any Professionals will be returned to Lender for application to the Pre-Petition Debt. About SMF Energy SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. Fort Lauderdale, Florida-based SMF Energy -- dba Streicher Mobile Fueling and SMF Generator Fueling Services -- disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut off access to a revolving credit loan and declared a default. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., serves as the Debtors' counsel. Trustee Services Inc. serves as claims agent. Soneet Kapila of Kapila & Company, who was appointed by the Company as its Chief Restructuring Officer on March 22, 2012, signed the petition. Steven R. Turner, the Assistant U.S. Trustee 21, appointed three members to the Official Committee of Unsecured Creditors. SMI NEW HOME: Kentucky Appeals Court Affirms Sale Order ------------------------------------------------------- The Court of Appeals of Kentucky affirmed an In Rem Judgment and Order of Sale entered by the Boone Circuit Court on Jan. 5, 2011, in a foreclosure action filed by First Place Bank. The Boone Circuit Court directed the sale of two lots to satisfy First Place Bank's mortgages. Mark Wheatley, both in his individual capacity and as a member of SMI New Home Solutions LLC, executed two mortgages against the lots to secure two balloon notes in favor of First Place Bank, each of which was for the principal amount of $30,400 with interest thereon at the rate of 10.25%. Title to both lots was vested solely in SMI. Nu-Way Drywall Company Inc. took an appeal from the In Rem Judgment and Order of Sale, arguing that the circuit court erroneously determined that mortgages held by First Place Bank had first priority in foreclosure over a judgment lien held by Nu-Way. The case is NU-WAY DRYWALL COMPANY, INC., APPELLANT, v. FIRST PLACE BANK; MARK WHEATLEY; UNKNOWN SPOUSE OF MARK WHEATLEY; SMI NEW HOME SOLUTIONS, LLC; VALERIE SUSAN WHEATLEY; CITY OF FLORENCE; BOONE READY-MIX, INC.; AND COUNTY OF BOONE, KENTUCKY, APPELLEES, No. 2011-CA-000242-MR (Ky. App. Ct.). A copy of the June 15, 2012 Opinion by the Court of Appeals of Kentucky is available at http://is.gd/6fLSgrfrom Leagle.com. Union, Kentucky-based homebuilder SMI New Home Solutions LLC -- http://www.sminewhomesolutions.com/-- filed for Chapter 11 bankruptcy (Bankr. E.D Ky. Case No. 08-20895) on May 5, 2008. Stuart P. Brown, Esq. -- sbrown@ortlaw.com -- at O'Hara Ruberg Taylor Sloan & Sergen, served as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. SOUTH SIDE HOUSE: Postpetition Rent Belongs to Estate ----------------------------------------------------- Bankruptcy Judge Elizabeth S. Stong ruled that the postpetition rental income generated by South Side House LLC's property is property of the Chapter 11 estate and constitutes U.S. Bank, N.A.'s cash collateral. The Court also held that the Debtor's monthly payments to the Lender should be applied first to the unsecured portion of the Lender's claim until it is reduced to zero, and then to post-petition interest, fees, costs, and charges allowed under 11 U.S.C. Section 506(b). To the extent that the payments exceed the allowed postpetition interest, they should then be applied to principal. The extent of the interest, fees, costs, and charges that are due to the Lender under Section 506(b) remain to be determined by the Court on an appropriate record. U.S. Bank is the Debtor's largest creditor and holds a commercial mortgage loan made to the Debtor in the principal amount of $29 million. Starting in June 2009, and each month thereafter, the Debtor made monthly payments of approximately $151,000 to the Lender from the rents, and also made a payment of $250,000 in May 2011. As of Dec. 31, 2011, the net payments, after subtracting amounts applied to real estate taxes, exceed $4.6 million. A copy of the Court's June 15, 2012 Memorandum Decision is available at http://is.gd/3qDoMbfrom Leagle.com. South Side House LLC owns and operates a mixed-use building with 74 residential units and two commercial units in Williamsburg, Brooklyn. The Company filed for Chapter 11 (Bankr. E.D.N.Y. Case No. 09-43576) on April 30, 2009. Leo Fox, Esq., represents the Debtor in its restructuring efforts. The Debtor's assets and debts both range from $10 million to $50 million. SOUTHERN PRODUCTS: Incurs $1.5 Million Net Loss in Fiscal 2012 -------------------------------------------------------------- Southern Products, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.47 million on $7.14 million of revenue for the year ended Feb. 29, 2012, compared with a net loss of $47,966 on $0 of revenue for the year ended Feb. 28, 2011. The Company's balance sheet at Feb. 29, 2012, showed $2.08 million in total assets, $3.58 million in total liabilities and a $1.50 million total shareholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 29, 2012, citing negative working capital and losses from operations which factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/N5cMT7 About Southern Products City of Industry, Calif.-based Southern Products, Inc., is in the business of designing, assembling and marketing consumer electronics products, primarily flat screen high-definition televisions using LCD and LED technologies. Through Nov. 30, 2011, the Company has six LCD and LED widescreen televisions on the market. SOUTHERN UNION: Fitch Says New Holding Company Favors ETP --------------------------------------------------------- The planned formation of a new holding company that would own both Southern Union Company [SUG: Issuer Default Rating (IDR) 'BBB-' by Fitch] and Sunoco, Inc. (SUN: IDR 'BB+') has favorable credit implications for Energy Transfer Partners, L.P. (ETP: IDR 'BBB-'; Outlook Negative), according to Fitch Ratings. Concurrent with the contemplated SUN/ETP merger, Energy Transfer Equity, L.P. (ETE: IDR 'BB-') will contribute its interest in SUG into a new ETP-controlled entity (ETP HoldCo) in exchange for a 60% equity interest in ETP HoldCo. At the same time, ETP will contribute its interest in SUN to ETP HoldCo and retain a 40% interest in ETP HoldCo. Prior to the contribution of SUN into ETP HoldCo, SUN's general partner and limited partner interests in Sunoco Logistics Partners L.P. (SXL: IDR 'BBB') will be transferred to ETP. The new structure simplifies ETP's organizational structure and diversifies and increases the scale of its operations. Importantly it is an efficient way to drop down SUG assets to ETP, resolving uncertainties about future SUG dropdowns and eliminating transactional and capital market risks. The transaction is expected to be completed by the fourth quarter of 2012. In addition to any operational benefits, it is Fitch's expectation that ETP HoldCo will generate tax savings and contribute to improving leverage metrics at ETP. Given the limited amount of ETP debt needed to complete the SUN merger and the expected cash flows to be generated by SXL and ETP HoldCo, ETP's consolidated company and stand-alone debt to EBITDA should approach 4.0 times (x) in 2013, down from approximately 4.6x today. ETP's current Negative Rating Outlook reflects its aggressive acquisition and organic growth activities, the associated transactional risk, and the impact these activities have on credit metrics, which are currently weak for its rating category. However, Fitch will review ETP's rating and Negative Rating Outlook as the company executes the formation of ETP HoldCo and consider it in future rating deliberations. Fitch affirmed the ratings of ETP, SUN, and SXL on April 30, 2012, following the announced acquisition of SUN by ETP. SPEEDEMISSIONS INC: Has $2MM Credit Agreement with TCA Global ------------------------------------------------------------- Speedemissions, Inc., entered into a new revolving line of credit loan agreement with TCA Global Credit Master Fund, LP, pursuant to which the Company may borrow up to $2,000,000 in order to pay trade payables, provide for working capital and other uses as approved by Lender. The Loan Agreement replaces an existing revolving line of credit loan agreement with Regions Bank in the amount of $100,000. The Company made an initial draw of $350,000 under the Loan Agreement on June 8, 2012. The terms of the Loan Agreement include an initial maturity date of six months or Dec. 8, 2012, with an automatic six month extension to June 8, 2013, subject to terms and conditions contained in the Loan Agreement. Interest under the Loan Agreement is 10% per annum plus monthly loan servicing fees. The promissory note contains customary representations and warranties, conditions, covenants and events of default. The Loan Agreement is collateralized by the Company's inventory, accounts, equipment, general intangibles and fixtures. If the Company prepays the entire outstanding balance, prior to maturity, a 5% prepayment penalty will be assessed. About Speedemissions Tyrone, Georgia-based Speedemissions, Inc., is a test-only emissions testing and safety inspection company. After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed substantial doubt about Speedemissions' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a capital deficiency. The Company reported a net loss of $1.6 million on $8.3 million of revenue for 2011, compared with a net loss of $2.2 million on $9.3 million of revenue for 2010. The Company's balance sheet at March 31, 2012, showed $2.19 million in total assets, $851,141 in total liabilities, $4.57 million series A convertible, redeemable preferred stock, and a $3.23 million total shareholders' deficit. STRATEGIC AMERICAN: Reports $73,000 Net Income in April 30 Qtr. --------------------------------------------------------------- Duma Energy Corp., formerly known as Strategic American Oil Corporation, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $73,088 on $1.87 million of revenue for the three months ended April 30, 2012, compared with a net loss of $8.32 million on $1.25 million of revenue for the same period during the prior year. The Company reported a net loss of $4.41 million on $5.28 million of revenue for the nine months ended April 30, 2012, compared with a net loss of $9.94 million on $1.48 million of revenue for the same period a year ago. The Company's balance sheet at April 30, 2012, showed $23.93 million in total assets, $11.53 million in total liabilities and $12.39 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/amBzlt About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Strategic American a net loss of $10.28 million on $3.41 million of revenue for the year ended July 31, 2011, compared with a net loss of $3.49 million on $531,736 of revenue for the same period during the prior year. THORNBURG MORTGAGE: Ms. Chavez?Ruark Withdrawn as Panel's Counsel ----------------------------------------------------------------- The Hon. Dunkan W. Keir of the U.S. Bankruptcy Court for the District of Maryland ordered that the appearance of Maria Ellena Chavez?Ruark, Esq. as counsel of record for the Official Committee Of Unsecured Creditors in the Chapter 11 cases of TMST, INC. formerly known as Thornburg Mortgage, Inc., et al., is stricken. Ms. Chavez-Ruark has withdrawn to appear as counsel for the Committee as of June 6, 2012. Alan M. Grochal and the law firm of Tydings & Rosenberg LLP will remain as counsel for the Committee. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single- family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. TOWNSEND CORP: Court OKs Sale Protocol, Minimum Bids Set at $5MM ---------------------------------------------------------------- The Bankruptcy Court approved the request of Townsend Corporation, doing business as LRJ Anaheim, and LRJC Inc., doing business as LRJ Cerritos, to establish bid procedures governing the sale of their assets. The Debtors intended to sell the assets for the highest and best price. The Debtors retained GlassRatner as financial advisor and investment banker to seek buyers and effectuate a sale of the Debtors' businesses. Since it was engaged, GlassRatner has aggressively marketed the Debtors' assets for sale. GlassRatner has identified multiple potential buyers for the Debtors' assets. The Debtors intend to sell the Anaheim Assets and the Cerritos Assets in separate transactions. Each Debtor will obtain a stalking horse bid, enter into a binding asset purchase agreement with the proposed stalking horse bidder, hold an auction, and then seek final approval from the Court for the proposed sale and the assumption and assignment of executory contracts and unexpired leases. The Debtors have had substantial negotiations regarding the sale of the Anaheim Assets and the Cerritos Assets. However, the Debtors have not yet executed an asset purchase agreement with stalking horse bidders for either of the Debtors. Once final forms of the Anaheim APA and the Cerritos APA are executed, they will be lodged with the Court and provided to prospective bidders. The basic bid procedures for the assets of LRJ Anaheim and LRJ Cerritos are: -- Estimated Bid: $5,000,000 for each of the assets; -- Break-up Fee: $100,000; -- Initial Overbid: $200,000; -- Subsequent Overbids: $100,000. About Townsend Corp. and LRJC Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos -- http://www.lrjah.com/and http://lrjcerritos.com/-- filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and 11-22695) on Sept. 9, 2011. The Debtors sell new Jaguar and Land Rover vehicles and various previously owned vehicles. The Debtors also have service and parts departments. The Debtors are principally owned and operated by Ernest Townsend and his son, Joshua Townsend. LRJ Anaheim has been in business since 2000. LRJ Cerritos has been in business since 2006. The Chapter 11 cases were reassigned from Judge Robert N. Kwan to Judge Catherine E. Bauer. Todd M. Arnold, Esq., and Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent the Debtors. Each of the Debtors estimated $10 million to $50 million in both assets and debts. The petitions were signed by Ernest W. Townsend, IV, the president. TRANS-LUX CORP: Andrew Aldrich Resigns as Chief Strategy Officer ---------------------------------------------------------------- Trans-Lux Corporation accepted the resignation of Mr. Andrew Aldrich, effective June 8, 2012, as the Company's Chief Strategy Officer. Mr. Aldrich's decision to resign was not due to any disagreement with the Company. About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. The Company reported a net loss of $1.42 million in 2011, compared with a net loss of $7.03 million in 2010. The Company's balance sheet at March 31, 2012, showed $26.72 million in total assets, $24.45 million in total liabilities, $6.13 million in redeemable convertible preferred stock, and a $3.86 million total stockholders' deficit. U.S. EAGLE: Creditors Committee Reserves Right to Object to Plan ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of U.S. Eagle Corporation, et al., files its objection to the Debtors' Second Amended Disclosure Statement dated May 17, 2012. The Committee notes that in response to Comerica Bank's request to continue the May 22 hearing, the Court adjourned the hearing to June 26, with the expectation that the Debtors will be submitting a third amended Disclosure Statement and second amended Plan. According to the Committee, the recently filed Disclosure Statement and Plan provides, inter alia, (i) payment in full of the Debtors' administrative creditors and general unsecured creditors on the effective date or such date when the claim becomes allowed, (ii) a schedule of general unsecured claims that may be objected to with the understanding that the claims not on the schedule are allowed, and (iii) that Avoidance Actions will not be pursued and will not vest with the Reorganized Debtors. As of the date of this pleading, the Committee has not yet been provided with the next version of the Debtors' Disclosure Statement and Plan. The Committee preserves its right to have a sufficient opportunity to review any revisions. Previously, Comerica Bank requested that the Court decline to approve the Second Amended Disclosure Statement as containing adequate information unless or until the Plan is revised to (1) pay Comerica in full in accordance with its contractual agreements with the Debtors. Alternatively, Comerica requested a continuance of at least 28 days such that it might fully address the issues raised by the request to approve the New Disclosure Statement. According to Comerica, the Amended Plan no longer proposes to pay Comerica in full on the Effective Date -- a treatment that was a lynchpin behind Comerica's approach in its level of review concerning the adequacy of the disclosures made in the Noticed Disclosure Statement. As reported in the TCR on May 8, 2012, Comerica Bank objected to the approval of the First Amended Disclosure Statement for the Debtors' Plan of Reorganization dated as of March 5, 2012. Comerica noted that (i) the Disclosure Statement falsely stated that Comerica is unimpaired; (ii) the Disclosure Statement falsely implied that Comerica's claim is subject to objection; and the Debtors' Plan is not confirmable. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/US_EAGLE_ds_firstamended.pdf The Chapter 11 Plan The Debtors submitted to the U.S. Bankruptcy Court for the District of New Jersey a Second Amended Disclosure Statement explaining the proposed Amended Plan of Reorganization. According to the Second Amended Disclosure Statement, on the Effective Date of the Plan, all of the Debtors, with the exception of Reorganized U.S. Eagle Corporation and Reorganized Julius Realty, will be dissolved as corporate entities under the laws of the state in which each was incorporated without any further action by the Reorganized Debtors, the Bankruptcy Court, any federal or state governmental unit, or any other person. For the avoidance of doubt, Debtor Julius Realty and Debtor U.S. Eagle Corporation are being reorganized under the Plan and will not be dissolved. On the Effective Date of the Plan (i) all Interests in the Debtors; (ii) any and all stock options (including, but not limited to, all stock options granted to the employees of the Debtors; (iii) any and all warrants; and (iv) any instrument evidencing or creating any indebtedness or obligation of the Debtors, except such instruments that are reinstated or amended and restated under the Plan, will be canceled and extinguished. Additionally, as of the Effective Date, all Interests in the Debtors, and any and all warrants, options, rights or interests with respect to equity interests in the Debtors that have been authorized to be issued but that have not been issued will be deemed canceled and extinguished without any further action of any party. Under the Plan, the Debtors propose these estimated recovery on account of the creditors' claims: Classes of Claims or Interest Estimated Percentage Recovery ----------------------------- ----------------------------- Class 1 Priority Claims 100% Class 2 Comerica Claim 100% Class 3A General Unsecured Claims of U.S. Eagle 100% Class 3B General Unsecured Claims of Julius Realty 100% Class 3C General Unsecured Claims of U.S. Eagle Litho 100% Class 3D General Unsecured Claims of Eagle One 100% Class 3E General Unsecured Claims of TCS-Nevada, TCS-Arizona, and TCS-California 100% Class 4 Intercompany Claims 0% Class 5 Interests N/A A full-text copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/US_EAGLE_ds_2amended.pdf About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. The Committee retained Eisneramper LLP as its accountant and financial advisor. No trustee or examiner has been requested or appointed in the Chapter 11 cases. U.S. FIDELIS: Court Approves Greensfelder as WARN Act Counsel ------------------------------------------------------------- US Fidelis, Inc., sought and obtained permission from the Bankruptcy Court to expand the employment of David A. Lander, Esq., and the law firm of Greensfelder, Hemker & Gale, P.C., as conflict counsel for the purpose of representing the Debtor with regards to matters related to claims under the WARN Act on which the Debtor requires counsel and with regard to which Lathrop & Gage LLP may be prohibited from representing the estate's interest due to a potential or actual conflict of interest. The hourly rate charged by Mr. Lander is currently $450 per hour. Other attorneys and employees of Greensfelder may also provide services to the estate. The estimated applicable fees range from $190 to $425 per hour. To the best of the Debtor's knowledge, David A. Lander and the law firm of Greensfelder is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court already entered two orders authorizing the Debtor to employ David A. Lander and the law firm of Gallop, Johnson & Neuman, L.C. The first order was for the limited purpose of investigating and prosecuting avoidance actions and claims objections on behalf of the bankruptcy estate in instances where Lathrop & Gage LLP and Thompson Coburn LLP determined that they aer prohibited from representing the estate's interests due to an actual or potential conflict of interest. The second order was to authorize special counsel to represent the Debtor in certain matters which are neither avoidance actions nor claims objections but on which the Debtor requires counsel and with regard to which Lathrop & Gage LLP may be prohibited from representing the estate's interests due to a potential or actual conflict of interest. Subsequent to the entry of the two orders, the law firm of Gallop, Johnson & Neuman, LC, ceased to operate, and Mr. Lander became associated with the law firm of Greensfelder, Hemker & Gale, PC. About US Fidelis Wentzville, Missouri-based US Fidelis, Inc., was a marketer of vehicle service contracts developed by independent and unrelated companies. It stopped writing new business in December 2009. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 10-41902) on March 1, 2010. Brian T. Fenimore, Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop & Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop & Gage, in Clayton, Mo., advise the Debtor. GCG, Inc., is the consumer claims and noticing agent. Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A. Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo., represent the Official Unsecured Creditors Committee. The Company scheduled assets of $74.4 million and liabilities of $25.8 million as of the petition date. VUZIX CORPORATION: Completes Sale of Tactical Display Group ----------------------------------------------------------- Vuzix Corporation disclosed the completion of the sale of its business assets which comprised the Company's Tactical Display Group. TDG products include market-leading Tac-Eye head-mounted displays targeted at military and defense applications. TDG also produces display optics and electronics modules for light, thermal weapon systems for the US Military and has performed engineering services to both the US Military and other defense customers. Pursuant to an asset purchase agreement dated June 15, 2012, TDG Acquisition Company, LLC acquired TDG assets for the price of $8,500,000 before adjustments plus an additional $2,500,000 earn- out provision if certain quarterly and or annual revenue milestones are reached by the TDG LLC within one year from the date of purchase. The assets being sold in this arm's length sale include manufacturing equipment, tooling, and other fixed assets including certain patents and trademarks and includes a license to various trade secrets relating to the existing business of the TDG. Vuzix received a worldwide, royalty free, assignable grant- back license to all the patents sold for use in the manufacture and sale of products outside of TDG LLC's Military and Defense markets. None of the Company's key executive personnel will be leaving, but select personnel representing approximately 35% of Vuzix' existing employees from its existing manufacturing, engineering and sales group will be transferred to the TDG LLC. The new TDG LLC will also be based in Rochester, New York. Pursuant to the APA, both companies entered into 10 year non- compete agreements, pursuant to which Vuzix agreed not to sell products or services into global Military and Defense markets, and TDG LLC agreed not to sell products or services in the Consumer markets. Both entities may compete freely in all other markets. The TDG LLC has agreed to become the exclusive authorized reseller of the Company's existing and new video eyewear products into the global Military and Defense markets. Additionally Vuzix is still allowed to perform its historically successful engineering services work on its new waveguide based video eyewear technology directly for customers within the Military and Defense markets. Any new products that the Company creates under its permitted ongoing engineering services and research programs with the US Government and other Defense organizations worldwide are to be exclusively marketed by the TDG LLC in the Military and Defense markets, unless the TDG LLC elects to have Vuzix do the same. Paul Travers, the President of Vuzix stated, "Although the TDG line of products has been an important revenue producer in recent years, it is clearly only a portion of the Company's revenues, and following the divestiture of the TDG assets, the Company will retain a substantial amount of working capital and its ongoing core business of designing, manufacturing, marketing and selling video eyewear products for the consumer, commercial and entertainment markets. The TDG sale does not deprive the Company of any of its vital economic assets or render the Company unable to continue as a going concern. The cash proceeds of the Sale will provide the Company with additional resources to satisfy certain of its debt obligations that are currently in default, with the goal of better executing the Company's plan of focusing on and investing in its core business." Travers continued that, "Since 2005, the Company has had a major focus on consumer and commercial markets for gaming, entertainment, mobile video and more recently augmented reality. The strategic divestiture of the TDG assets, allows the Company to focus on its long held goal of delivering HD smart video glasses in a true sunglass format based on our new waveguide optics and HD displays while still pursuing funded research and development from the US Government and other agencies." Rich Ryan, President of TDG LLC stated, "We are excited about the acquisition of Vuzix Tactical Display Group and look forward to the future technology and sales relationships that are contemplated with Vuzix as part of this transaction." The Company is using approximately $5 million of the sale proceeds to satisfy its indebtedness with its senior secured lenders, which had been in default. Four other secured creditors of Vuzix have agreed to forgo any further debt repayments on their notes until July 2013. The balance of the proceeds will be retained by the Company for working capital purposes and trade payable payments. Vuzix Corporation a leader in the design and manufacture of Video Eyewear products that provide users with portable high quality viewing experiences. About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. The Company reported a net loss of $3.87 million in 2011, a net loss of $4.55 million in 2010, and a net loss of $3.25 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $5.81 million in total assets, $12.64 million in total liabilities, and a $6.82 million total stockholders' deficit. After auditing the 2011 results, EFP Rotenberg, LLP, in Rochester, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses from operations in recent years. In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. And while there are no financial covenants with which the Company must comply with, these debts are past due in some cases. Bankruptcy Warning The Company said in its 2011 annual report that its future viability is dependent on its ability to execute these plans successfully. If the Company fails to do so for any reason, the Company would not have adequate liquidity to fund its operations, would not be able to continue as a going concern and could be forced to seek relief through a filing under U.S. Bankruptcy Code. In May 2012, Vuzix said it has determined that it is in default under two loan agreements with LC Capital Master Fund Ltd and Bridge Bank National Association. The Company was not in compliance with its EBITDA covenant as of the end of its fiscal quarters ended Sept. 30, 2011, Dec. 31, 2011, and March 31, 2012. W.R. GRACE: Dist. Court Overrules Objections to Plan ---------------------------------------------------- Judge Ronald L. Buckwalter of the U.S. District Court for the District of Delaware issued on June 11, 2012, an amended memorandum opinion and order overruling all objections and confirming W.R. Grace & Co. and its debtor affiliates' Joint Plan of Reorganization in its entirety. On Jan. 30, 2012, Judge Buckwalter affirmed the Jan. 31, 2011 order confirming the Joint Plan issued by Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware. Numerous parties-in-interest filed motions to reconsider, alter and clarify the Affirmation Order. Various appeals have also been filed. To address the request of the Plan Proponents to amend the Memorandum Opinion, the joint motion of Sealed Air Corporation, Cryovac, Inc., and Fresenius Medical Care Holdings, Inc., to amend and clarify the Memorandum Opinion and Order and the Libby Claimants' response, Judge Buckwalter filed a consolidated order granting the motions, and amended the Memorandum Opinion and Order. Appellant Garlock Sealing Technologies, LLC's motion for reargument, rehearing, and to alter or amend is also granted. The Amended Memorandum Opinion and Order includes additional language clarifying that all injunctions and releases in the Joint Plan, and not merely the injunction under Section 524(g) of the Bankruptcy Code are approved, issued and affirmed. The language in the Memorandum Opinion's section entitled "The Libby Claimants' Right to Trial by Jury Claims" is slightly altered to better reflect the actual terms of the Joint Plan, and to avoid any suggestion that the Section 524(g) injunction is temporary or that an asbestos claimant may sue any party other than the relevant asbestos trust. Certain wording changes have also been made in this section to make clear that under the Joint Plan, Sealed Air Corporation, Cryovac, Inc., and Fresenius Medical Care Holdings, Inc. will transfer their settlement payments directly to the PI or PD Trusts, as opposed to Grace or its bankruptcy estate, on the effective date of the Joint Plan, as well as to reflect that the transfers do not constitute assets of Grace or its bankruptcy estate, but rather are assets of the PI or PD Trusts. The section is further amended to clarify that: * jury trial rights can only be asserted against the PI Trust; * jury trial rights are not wholly outside the Joint Plan, but rather are affected by the terms of the Joint Plan; * the Section 524(g) injunction is permanent; and * references to a "third option" of pursuit of a jury trial by which Libby Claimants could pursue a tort system trial are eliminated. References to Sealed Air/Cryovac and Fresenius in the Amended Memorandum Opinion have been altered to reflect that these entities are Grace's "former affiliates," rather than "subsidiaries." Upon consideration of Garlock's Motion, Judge Buckwalter changed the Memorandum Opinion's section entitled "Garlock's Objections to the Joint Plan" to reflect the District Court's consideration of the arguments put forth by Garlock and Grace during an oral argument on May 8, 2012, and in their briefing submitted to the District Court. The Memorandum Opinion's section entitled "The Anti-Assignment Provisions in Insurance Policies Litigation" has been changed to take into account the recent binding precedential holding of the United States Court of Appeals for the Third Circuit in In re Federal-Mogul Global, Inc., Nos. Civ.A.09-2230 & 09-2231, --- F.3d ---, 2012 WL 1511773 (3d Cir. May 1, 2012). The section entitled "Extension of the Channeling Injunction to BNSF" has been changed to take into account the recent holding of the United States Court of Appeals for the Second Circuit in Pfizer, Inc. v. Law Offices of Peter G. Angelos (In re Quigley Co., Inc.), 676 F.3d 45 (2d Cir. 2012). A full-text copy of the Amended Memorandum Opinion is available for free at: http://bankrupt.com/misc/Grace_AmendedOpinion_ConfOrder.pdf About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of W.R. Grace & Co. and its debtor affiliates' Plan of Reorganization. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. On April 20, 2012, the company filed a motion with the Bankruptcy Court to approve the definitive agreements among itself, co-proponents of the Plan, BNSF railroad, several insurance companies and the representatives of Libby asbestos personal injury claimants, to settle objections to the Plan. Pursuant to the agreements, the Libby claimants and BNSF would forego any further appeals to the Plan. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Wins Approval of 2012 Long-Term Incentive Plan ---------------------------------------------------------- W.R. Grace & Co. and its affiliates sought the Bankruptcy Court's authority to implement the Grace 2012 Long-Term Incentive Plan, which will consist exclusively of incentive based grants of options to purchase the common stock of W. R. Grace & Co., made to certain eligible employees of the Debtors. Judge Judith Fitzgerald granted the request in its entirety. The Debtors are authorized, but not required, to implement the 2012 LTIP. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that the Debtors' long-standing, ongoing strategy for its long-term incentive program necessitates that a renewed LTIP be implemented each calendar year. The Debtors have, thus, annually requested authority to implement their long-term incentive plans for management and other eligible employees selected to participate in the LTIPs, as part of the Debtors' ongoing long-term incentive program. The basic design of the 2012 LTIP is the same as the 2011 LTIP, Ms. Jones tells Judge Fitzgerald. She explains that under the 2012 LTIP, the total aggregate targeted award will be distributed to Eligible Employees in the form of options covering Grace Stock. She notes that no targeted cash payout opportunities will be distributed under the 2012 LTIP, and that the calculated aggregate targeted award value will be approximately $17 million. Under the 2012 LTIP, options for approximately 775,000 shares will be issued. The decision to grant only options on Grace Stock under the 2012 LTIP, as well as under the 2011 LTIP last year, and not include any cash incentives, is based on the Debtors' continuing strategy to align the interest of its management and other Eligible Employees with the interest of its shareholders, Ms. Jones asserts. The Debtors believe that this approach is becoming increasingly important now that their Chapter 11 cases are beginning to draw to a close. The total aggregate targeted award value under the 2012 LTIP will be awarded to Eligible Employees in the form of options on Grace Stock, and those options would be granted under the previously approved 2011 Stock Incentive Plan. The "strike price" of the stock options awarded under the 2012 LTIP will be the price of Grace Stock as of the award date, that is the average of the high and low market price of Grace Stock on that date. One third of the awarded stock options would vest in 2013, one- third would vest in 2014, and the remaining one-third would vest in 2015; each on the anniversaries of the award date. The stock options would generally be exercisable for a period of five years after grant. Should the price of Grace Stock, as of the award date for the 2012 LTIP, differ substantially from $59.10 (the closing price of Grace Stock on May 7, 2012), the Debtors may adjust the overall award approach and formula appropriately, provided that the number of shares covered by the award will not be greater than the remaining authority under the 2011 Stock Incentive Plan, which is approximately 797,000 shares. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of W.R. Grace & Co. and its debtor affiliates' Plan of Reorganization. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. On April 20, 2012, the company filed a motion with the Bankruptcy Court to approve the definitive agreements among itself, co-proponents of the Plan, BNSF railroad, several insurance companies and the representatives of Libby asbestos personal injury claimants, to settle objections to the Plan. Pursuant to the agreements, the Libby claimants and BNSF would forego any further appeals to the Plan. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Anderson Hospital Wants Relief From Plan Order ---------------------------------------------------------- Anderson Memorial Hospital asks the U.S. District Court for the District of Delaware for relief from Judge Ronald Buckwalter's memorandum opinion and order affirming the confirmation of W.R. Grace & Co. and its affiliates' Joint Plan of Reorganization dated Jan. 30, 2012. Anderson asks that the District Court reconsider its Memorandum and Order based on a May 18, 2012 decision by the Third Circuit Court of Appeals in Wright v. Owens Corning, ___ F.3d ___, 2012 WL 1759992 (3d Cir. 2012). Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Delaware, contends that in Wright, the Third Circuit clarified the application of its earlier decision in Jeld-Wen, Inc. v. Van Brunt (In re Grossman's, Inc.), 607 F.3d 115 (3d Cir. 2010) establishing a new test for determining when a "claim" exists under the Bankruptcy Code. Mr. Loizides argues that the recent Wright decision determines the impact of the new standard on parties who, at the time they received notice of a pending bankruptcy case and claims bar date, did not have "claims" under the test governed by Avellino v. M. Frenville Co. (In re M. Frenville Co.), 744 F.2d 332 (3d Cir. 1984), but who would have claims under the Grossman's test. Specifically, the Wright court held that "for persons who have 'claims' under the Bankruptcy Code based solely on the retroactive effect of the rule announced in Grossman's, those claims are not discharged when the notice given to those persons was with the understanding that they did not hold claims," Mr. Loizides explains. He asserts that this holding has at least two significant ramifications in the instant case: (1) The Wright decision highlights the very same due process concerns that were raised by Anderson in its appeal to the District Court but rejected by the Court in the Memorandum and Order; and (2) The application of Grossman's set forth in Wright calls into doubt the propriety of the Grace Plan's creation of a trust, imposition of an injunction, and appointment of a legal representative under Section 524(g) of the Bankruptcy Code with respect to the interests of the holders of future property damage "demands." Hence, Anderson asks the District Court to enter an order pursuant to Rule 60(b) of the Federal Rules of Civil Procedure relieving Anderson from the Memorandum Opinion and Order, and reversing the Bankruptcy Court's orders confirming Grace's Joint Plan. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of W.R. Grace & Co. and its debtor affiliates' Plan of Reorganization. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. On April 20, 2012, the company filed a motion with the Bankruptcy Court to approve the definitive agreements among itself, co-proponents of the Plan, BNSF railroad, several insurance companies and the representatives of Libby asbestos personal injury claimants, to settle objections to the Plan. Pursuant to the agreements, the Libby claimants and BNSF would forego any further appeals to the Plan. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Judge Approves $19.5MM Settlement With Libby Claimants ------------------------------------------------------------------ Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware granted in all respects the request of W.R. Grace & Co. and its debtor-affiliates for approval of (a) the settlement among Grace, the Official Committee of Asbestos-related Personal Injury Claimants, and the Libby Claimants, as memorialized by a term sheet, (b) the transition of the Libby Medical Program to a trust created pursuant to the global settlement arrangement -- the LMP Trust, and (c) the settlement agreement between Grace and BNSF Railway Company. In January 2012, Grace entered into a proposed agreement requiring it to turn the Libby Medical Program over to a locally administered trust, and to fund the trust with $19.5 million. The Libby Medical Program first became effective on April 3, 2000. The Debtors voluntarily created the Libby Medical Program prior to, and independent of, their Chapter 11 cases. Since then, the Debtors voluntarily maintained the Libby Medical Program, through which the Debtors provided certain health care benefits related to the treatment of asbestos-related conditions to eligible individuals, who enrolled in the program. The program provided that certain individuals would be eligible for coverage, including former employees of the Debtors who worked in the Debtors' mine operations in Libby, Montana, and certain other individuals, who reside or formerly resided in the area surrounding the mine. The Debtors disclosed that their estates incur more than $2 million annually in health care expenses for the Libby Medical Program. On the effective date of the Libby Settlement, all rights and duties whatsoever of Grace and Health Network of America, Inc., under the Libby Medical Program will be transferred to the LMP Trustee. Grace, however, will remain responsible for any expenses of the program incurred prior to the effective date. Under the BNSF Settlement, the Asbestos PI Trust will pay to BNSF $8 million no later than 30 days after the last to occur of (i) effective date of the Debtors' Confirmed Joint Plan of Reorganization, (ii) effective date of the Debtors' global settlement, and (iii) the Asbestos PI Trust's receipt of the $250 million payment under the Joint Plan. Prior to the approval of the Debtors' settlement agreements, the state of Montana filed a limited objection seeking to clarify that the request for approval and related documents do not limit or restrict its ability to assert claims, including for contribution, indemnification, recoupment and setoff, against the Asbestos PI Trust or others with respect to payments made by the State to the Libby Claimants, or medical expenses incurred by the State for the benefit of Libby Claimants. In her order, however, Judge Fitzgerald overruled all objections to the request. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of W.R. Grace & Co. and its debtor affiliates' Plan of Reorganization. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. On April 20, 2012, the company filed a motion with the Bankruptcy Court to approve the definitive agreements among itself, co-proponents of the Plan, BNSF railroad, several insurance companies and the representatives of Libby asbestos personal injury claimants, to settle objections to the Plan. Pursuant to the agreements, the Libby claimants and BNSF would forego any further appeals to the Plan. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WESTERN POZZOLAN: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Western Pozzolan Corp. filed with the U.S. Bankruptcy Court for the District of Nevada its list of 20 largest creditors holding unsecured claims, disclosing: Name of Creditor Nature of Claim Amount ---------------- --------------- ------ American Canyon Dev Outside Contracting $22,798 Clearwater Environmental Fuel for Kilns $5,850 Department of Treasury Tax Audit 2006 $12,031 Department of Treasury Tax Audit from 2006 $279,323 1973 N Rulon White Blvd Ogden, UT 84201 ED Staub & Sons Fuel & Propane for $16,584 Equipment Electro-Tech/IES Outside Contracting $8,218 Enviroscientists Consultants, $14,362 Compliance & Permitting Freight Aces Transportation of $10,345 Materials, Shipping Glenn Quirk Employee Expense $12,243 Reports "Sales" Graphic Packaging Packaging $5,186 KAM Group Packaging Bags $6,534 Lassen County Tax Property Taxes $87,923 Pape Machinery Equipment Repair $46,118 Papros Inc. Material $5,000 Composition Data Testing Plumas Sierra Electric Electric Services $27,807 Powerhouse, LLC Consultants $27,190 State of CA Franchise Tax Tax Audit from 2006 $45,941 Steve Beck Expense Reports $15,366 Todahl Logistics Trucking & $5,100 Transportation Williams & Shedd, Attorneys Attorneys seeking $10,108 at Law collection judgement on behalf of Western Utilities Transformer About Western Pozzolan Corp. Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada, on Jan. 30, 2012. Judge Mike K. Nakagawa is assigned to the case, taking over from Judge Linda B. Riegle. Matthew Q. Callister, Esq., at Callister & Associates, serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. The petition was signed by James W. Scott, vice president. According to its Web site, Western Pozzolan operates the Long Valley Pozzolan Plant in Lassen County, California. Activities include mining, processing, developing and marketing Pozzolan for a variety of applications for which this inorganic, industrial mineral is uniquely suited. According to the Troubled Company Reporter's records, Western Pozzolan first filed for bankruptcy protection (Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010. The U.S. Trustee appointed three creditors to the Official Committee of Unsecured Creditors. WVSV HOLDINGS: Trustee Unable to Appoint Creditors' Committee ------------------------------------------------------------- Elizabeth Amorosi, Assistant U.S. Trustee for Region 14, has informed the U.S. Bankruptcy Court for the District of Arizona that a creditors' committee in the WVSV Holdings, LLC bankruptcy case has not been appointed because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The UST reserves the right to appoint the committee should interest develop among the creditors. About WVSV Holdings W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant land in Buckeye, Arizona, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in Phoenix. The Debtor claims that the three tracts of land planned for "future development" are worth $120 million and secure $57.3 million in debt. The Debtor scheduled $120.04 million in assets and $57.35 million in liabilities. West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe, LLC, owns the remaining 25%. Judge Redfield T. Baum, Sr., presides over the case. Michael W. Carmel, Esq., serves as the Debtor's counsel. The petition was signed by Lee Allen Johnson, manager of West Valley Ventures, manager. WVSV HOLDINGS: Wants to Hire Cooley for Ariz. High Court Review --------------------------------------------------------------- WVSV Holdings, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Arizona to employ the law firm Cooley, LLP, as special counsel for the purpose of representing the Debtor in connection with a petition for review to the Arizona Supreme Court. Cooley is representing the Debtor on an hourly basis, ranging from $135 to $1,160 per hour. Stephen C. Neal, Esq., a partner at Cooley, attests to the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About WVSV Holdings W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant land in Buckeye, Arizona, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in Phoenix. The Debtor claims that the three tracts of land planned for "future development" are worth $120 million and secure $57.3 million in debt. The Debtor scheduled $120.04 million in assets and $57.35 million in liabilities. West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe, LLC, owns the remaining 25%. Judge Redfield T. Baum, Sr., presides over the case. Michael W. Carmel, Esq., serves as the Debtor's counsel. The petition was signed by Lee Allen Johnson, manager of West Valley Ventures, manager. ZURVITA HOLDINGS: Incurs $1.2-Mil. Net Loss in April 30 Quarter --------------------------------------------------------------- Zurvita Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.17 million on $2 million of total revenues for the three months ended April 30, 2012, compared with a net loss of $1.05 million on $1.21 million of total revenues for the same period during the prior year. The Company reported a net loss of $2.78 million on $4.49 million of total revenues for the nine months ended April 30, 2012, compared with net income of $2.88 million on $3.66 million of total revenues for the same period a year ago. The Company's balance sheet at April 30, 2012, showed $748,297 in total assets, $4.21 million in total liabilities, $8.82 million in redeemable preferred stock, and a $12.29 million total stockholders' deficit. The Company believes that without the support of its related party stockholders its cash resources would be insufficient to sustain current planned operations for the next 12 months. Additional cash resources may be required should the Company not meet its sales targets, exceed its projected operating costs, wish to accelerate sales or complete one or more acquisitions or if unanticipated expenses arise or are incurred. A copy of the Form 10-Q is available for free at: http://is.gd/sCwDWa About Zurvita Holdings Houston, Tex.-based Zurvita Holdings, Inc., is a national network marketing company offering high-quality products and services targeting individuals, families and small businesses. Products are sold through Zurvita's network of independent sales consultants. Meeks International, LLC, in Tampa, Fla., expressed substantial doubt about Zurvita Holdings' ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has not generated sufficient cash flows from operations to meet its needs. * Small Banks Put Up "For Sale" Sign, WSJ Reports ------------------------------------------------- According to American Bankruptcy Institute, the Wall Street Journal reported that a growing number of community banks are deciding it is time to put out the "for sale" sign after being frustrated by costly new regulations. * One Exchange Launches Bankruptcy Claims Online Trading Platform ----------------------------------------------------------------- One Exchange Street, Inc. announced the launch of its platform for online trading in select types of bankruptcy claims including general unsecured and administrative claims. One Exchange Street's proprietary trading platform creates a liquid and transparent online marketplace that provides price discovery and real-time trade execution via standardized claim transfer agreements to buyers and sellers of bankruptcy claims. When a company files for bankruptcy, its creditors usually do not know how much money they will receive for their claim, when they will receive it, or what form of consideration they will receive. As a result, many times creditors, especially trade creditors, prefer to sell their claim, thereby increasing liquidity while mitigating the cost and hassle associated with the bankruptcy process. Presently, however, there is no centralized platform providing transparency into, or standardization of, the sales process. "Our new trading platform is designed to introduce transparency and standardization into the historically inefficient and opaque market for bankruptcy claims," says Todd Zoha, Co-Founder and CEO, One Exchange Street. One Exchange Street provides its service to registered members via a secure and independent trading platform. After answering a few questions and uploading select diligence materials to validate their claim, creditors will have access to relevant information in order to help them, and their advisors, value their bankruptcy claim prior to setting their asking price. Buyers can review and bid on all claims listed on the platform, or instead, place resting bids for select types of claims in which they may be interested. When a trade crosses, the orders are executed immediately via standardized claim transfer agreements and settled within five business days. One Exchange Street does not charge fees to access its platform, relying instead on a per trade commission. "We believe this platform will offer claim buyers enhanced liquidity and incremental investment opportunities in a market which has been gaining traction as investors continue to search for uncorrelated returns," says Sean O'Riordan, Co-Founder and CFO. One Exchange Street -- http://www.oneexchangestreet.com-- is a proprietary online trading platform for bankruptcy claims. The company, headquartered in Columbus, Ohio, was co-founded by Todd Zoha and Sean O'Riordan, both former AlixPartners' restructuring professionals. The two identified critical transparency and efficiency issues inherent in the bankruptcy market in February 2011 while advising the ad hoc group of Lehman Brothers Holdings Inc. creditors. In January 2012, they founded One Exchange Street, Inc. and, in April 2012, closed a $1.0 million seed round. They intend to return to the market to raise a Series A round by the end of 2012. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800 ; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800 ; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Nov. 28, 2011 BEARD GROUP, INC. 18th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York City Contact: 1-240-629-3300 Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800 ; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800 ; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800 ; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800 ; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800 ; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 ***