/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120621.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 21, 2012, Vol. 16, No. 171 Headlines 10-16 MANHATTAN: Combined Hearing on Plan on Aug. 6 17315 COLLINS: Plan Filing Extended Until Aug. 7 30DC INC: Launches MagCast Digital Magazine Platform ACE HARDWARE: S&P Withdraws 'BB-' Corp. Credit Rating at Request ADVANCED COMPUTER: Status Conference Set for Aug. 8 ADVANCED COMPUTER: Sec. 341 Meeting of Creditors on July 13 AHERN RENTALS: Taps GA Keen Realty as Real Estate Advisor AFA INVESTMENT: Has OK to Hire KCC as Administrative Agent AIDA'S PARADISE: Plan Outline Hearing Scheduled for June 25 AMC ENTERTAINMENT: Moody's Revises Ratings Outlook to Stable AMARANTH II: Court Dismisses Chapter 11 Reorganization Case AMERICA WEST: Incurs $2.7 Million Net Loss in First Quarter AMERICAN AIRLINES: $2.1-Mil. in Claims Change Hands in April AMERICAN AIRLINES: $835,600 in Claims Change Hands in May AMERICAN AIRLINES: Reports May 2012 Traffic Results AMERICAN HERITAGE: S&P Cuts Ratings on Revenue Bonds to 'BB+' AMERICAN WEST: Taps Fisher & Phillips as Special Labor Counsel AMSCAN HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg APOLLO MEDICAL: Incurs $157,000 Net Loss in April 30 Quarter ASARCO LLC: Wants $220MM Settlement Nixed, Claims EPA Erased Docs ATLANTIS OF JACKSONVILLE: Seeks Mediation of Mortgage Dispute ATLANTIS OF JACKSONVILLE: Court OKs Farley Grainger as Appraiser ATLANTIS OF JACKSONVILLE: Court Approves Bryan Mickler as Counsel BEAU VIEW OF BILOXI: July 9 Hearing on Bid to Extend Exclusivity BEHRINGER HARVARD: Has Interim OK to Use Cash Through June 25 BEHRINGER HARVARD: Freese and Nichols Leasing Office Space BEHRINGER HARVARD: Sec. 341 Creditors' Meeting Set for July 6 BICENT HOLDINGS: Moelis & Company Approved as Financial Advisor BICENT HOLDINGS: Paul Weiss OK'd as Special Corporate Counsel BICENT HOLDINGS: Young Conaway Approved as Bankruptcy Counsel BIOLIFE SOLUTIONS: Enters Into Third Amendment to Monte Lease BLUEGREEN CORP: Turns Down Diamond's Proposal to Buy 100% Equity BNC FRANCES: Has Access to JPMCC Cash Collateral Until June 29 BNC FRANCES: Plan Outline Hearing Scheduled for July 2 BON-TON STORES: Fitch Junks Rating on $329-Mil. Senior Notes BON-TON STORES: CCPA with Capital One to Cease by July 24 BON-TON STORES: Eight Directors Elected at Annual Meeting BONDS.COM GROUP: Issues 66 Units to Daher Bonds, et al. BROADVIEW NETWORKS: S&P Cuts CCR to 'CCC-' on Note Maturity Risk CARBON ENERGY: Court Approves McDonald Carano as Counsel CARTER'S GROVE: Can Obtain $75,000 for Emergency Property Repairs CATALYST PAPER: Court Sets June 25 Meeting With Creditors CLARE AT WATER: Judge Timothy Barnes Now Handles Bankruptcy Case CLEARWIRE CORP: Intel Has 15.7% Stake as of June 8 CONSOLIDATED CONTAINER: S&P Affirms 'B' Corporate Credit Rating CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Positive CRYOPORT INC: S. Wasserman Named Principal Executive Officer CRYOPORT INC: Amends 57.3 Common Shares Offering CUBESMART LP: Moody's Raises Preferred Stock Rating to 'Ba1' CYCLONE POWER: Expects $350,000 Revenue in Q2 2012 CYTOKINETICS INC: Gets Notice of Minimum Bid Price Non-Compliance DAVIS-RODWELL TMC: Case Summary & 20 Largest Unsecured Creditors DELTA AIR: Fitch Raises Issuer Default Rating to 'B+' DELTA PETROLEUM: Taps Navigant Consulting as Valuation Advisor DELTRON INC: Suspending Filing of Reports with SEC DEWEY & LEBOEUF: Hiring Proskauer Rose as Employment Counsel DEWEY & LEBOEUF: Taps Keightley as Pension Benefits Counsel DEWEY & LEBOEUF: Asks to Pay Bankruptcy Lawyers Up to $935 an Hour DYNEGY HOLDINGS: Asks Court to Approve Plan Outline DYNEGY HOLDINGS: Seeks Approval of Merger With Parent DYNEGY HOLDINGS: U.S. Trustee Seeks Fee Reductions DYNEGY INC: Stock Has Neutral Rating From UBS AG E/DOC SYSTEMS: Voluntary Chapter 11 Case Summary ELITE PHARMACEUTICALS: Borrows $500,000 from Chairman and CEO ELITE PHARMACEUTICALS: USPTO Issues U.S. Patent No. 8,182,836 ELSTER GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative ENERGY CONVERSION: Scouler & Co. OK'd as Panel's Financial Advisor ENERGY CONVERSION: USO Wants Ontility LLC to Pay Solar Laminates ENERGY TRANSFER: Moody's Says Southern Union Drop Down Positive ENERGY TRANSFER: S&P Affirms 'BB' Corporate Credit Rating ESCO-VINA LLC: Case Summary & 18 Largest Unsecured Creditors FENTURA FINANCIAL: FRB OKs Ronald Justice as President and CEO FENWAL INC: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable FUEL DOCTOR: Incurs $298,000 Net Loss in First Quarter FRANKLIN CREDIT: Stockholders Approve Marcum as Accountant FUEL DOCTOR: Incurs $2.7 Million Net Loss in 2011 GARLOCK SEALING: Asbestos Claimants Denied Privileged Docs GETTY PETROLEUM: Plan Confirmation Hearing Slated for July 18 GUIDED THERAPEUTICS: Seven Directors Elected at Annual Meeting GUIDED THERAPEUTICS: Responds to FDA Not-Approvable Letter HALO WIRELESS: Police Powers May Be Enforced by Private Companies HERCULES OFFSHORE: Kenneth Griffin Discloses 5.1% Equity Stake HOUGHTON MIFFLIN: Court Approves Hiring of Blackstone as Advisor HUDSON PRODUCTS: Moody's Raises Corp. Family Rating to 'B3' HUGHES TELEMATICS: Extends Agreement with Mercedes-Benz to 2017 INDEPENDENCE TAX: Incurs $237,000 Net Loss in Fiscal 2012 INTELLICELL BIOSCIENCES: TCA Commits to Buy $2MM Common Shares JASPERS ENTERPRISES: July 11 Hearing on Bid to Extend Exclusivity KIMBRELL REALTY: Case Summary & Largest Unsecured Creditor LANDAMERICA FINANCIAL: Trustee Negotiates $39 Million Settlement LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating LIQUIDMETAL TECHNOLOGIES: Extends Apple MTA Through February 2014 LIVE NATION: Credit Amendment Won't Change Moody's Ratings LONGVIEW POWER: S&P Cuts Rating on $1.175-Bil. Facility to 'B-' MAKENA GREAT: Ronnie Schwartz to Fund Plan for GAC Storage Copley MARIANA RETIREMENT FUND: Seeks to Continue Benefits Payment MARTIN MIDSTREAM: Moody's Affirms 'B1' CFR Following Asset Sale MARTIN MIDSTREAM: S&P Affirms 'B+' CCR on Improved Finc'l. Profile MEDICAL ALARM: Amends Financing Agreement with FirstFitness MERRILL CORPORATION: Moody's Lowers PDR to Ca; Reviews Ratings MF GLOBAL: Senior Executives May Not be Pinned With Collapse Blame MONEY TREE: Hiring of Burr & Forman as Conflicts Counsel Denied MORGAN INDUSTRIES: Hunter Unveils Two New Dealers MOUNTAIN PROVINCE: Seven Directors Elected at Annual Meeting MOUNTAIN PROVINCE: Kennady Receives Type A Land Use Permit MSR RESORT: Can't Emerge Before Hilton Issue Resolved NATIONAL QUALITY: Deregisters Unsold Securities Under Plans NEW ENGLAND BUILDING: Amends Schedules of Assets & Debts NEW ORLEANS AUCTION: Assets Sold to Cakebread Art Antiques NEWFIELD EXPLORATION: Fitch Rates Unsecured Notes Due 2024 'BB+' NEWFIELD EXPLORATION: Moody's Rates $750MM Senior Notes 'Ba1' NEWPAGE CORP: Proskauer Rose Replaces Dewey & LeBoeuf NEXT 1 INTERACTIVE: Incurs $13.6 Million Net Loss in Fiscal 2012 NEXTWAVE WIRELESS: Messrs. Salmasi & Tavokoli Elected to Board NIFTUS LLC: Seeks to Hire Copeland & Bieger as Counsel NIFTUS LLC: Files List of 4 Largest Unsecured Creditors NORTHSTAR AEROSPACE: To Test Wynnchurch Offer at July 17 Auction PALISADES MEDICAL: S&P Affirms 'BB+' Ratings on $37.5-Mil. Bonds PATIENT SAFETY: Incurs $1.3 Million Net Loss in First Quarter PETTERS CO: Trustee Can Hire Winderweedle Haines as Local Counsel PINNACLE AIRLINES: 60-day Extension of Aircraft Equipment Use OK'd PINNACLE AIRLINES: Files Schedules of Assets and Liabilities PINNACLE AIRLINES: Taps NSB Aviation's Steven A. Rossum as CRO PINNACLE AIRLINES: Verlena Sexton-Walker Allowed to Pursue Claim PINNACLE AIRLINES: Proposes Aug. 6, 2012 Gen. Claims Bar Date PREMIER PAVING: U.S. Trustee Names 4-Member Creditors Committee PREMIER PAVING: Government Claims Bar Date Set for Oct. 29 PRINCE SPORTS: Top U.K. Sports Retailer Vying to Bid PRINCIPLE STEEL: Case Summary & 20 Largest Unsecured Creditors PROTEONOMIX INC: Incurs $2.2 Million Net Loss in 1st Quarter PROVIDENCE, R.I.: Retirees to Vote on Deal to Avoid Bankruptcy R.E. LOANS: Inks Deal Moving Causes of Action's Objection Deadline RBS GLOBAL: Moody's Raises Corp. Family Rating to 'B2' RG STEEL: Committee Opposes Quick Sale and Financing RG STEEL: Esmark Steel Bids for Wheeling Corrugating Plant ROOMSTORE INC: Lucy L. Thomson Named as Consumer Privacy Ombudsman ROSETTA GENOMICS: To Terminate License Agreement with Avatao ROYAL HOSPITALITY: Wins Confirmation of Reorganization Plan S&N NORTHWOOD: Case Summary & 5 Largest Unsecured Creditors SBMC HEALTHCARE: Pre-Bankruptcy Claim Won't Disqualify Lawyer SBMC HEALTHCARE: Doesn't Need Patient Care Ombudsman, Court Says SEQUENOM INC: Eight Directors Elected at Annual Meeting SHUANEY IRREVOCABLE: Bank Fails in Bid to Suspend Chapter 11 SIAG AERISYN: U.S. Trustee Names 4-Member Creditors' Panel SIAG AERISYN: Files Schedules of Assets and Liabilities SKINNY NUTRITIONAL: Has Settlement Agreement with Ironridge SMART BALANCE: S&P Assigns B+ Corp. Credit Rating; Outlook Stable SOURCEHOV LLC: S&P Raises Corp. Credit Rating to 'B+' SP NEWSPRINT: Panel OK'd to Increase BDO Consulting's Fixed Fee SPANISH BROADCASTING: Six Directors Elected at Annual Meeting T SORRENTO: Files Schedules of Assets and Liabilities TCF FINANCIAL: Fitch Rates $150-Mil. Preferred Securities at 'BB-' TEN SAINTS: Exclusive Solicitation Period Extended to July 8 TERESA GIUDICE: Negotiations to Sell Property Ongoing USEC INC: Has $350MM Agreement with DOE for Centrifuge Research VALENCE TECHNOLOGY: Gets Further NASDAQ Delisting Notification VALENCE TECHNOLOGY: Settles Patent Dispute with Hydro-Quebec VITIS CELLARS: Case Summary & 20 Largest Unsecured Creditors VITRO SAB: Appeals Decision Nixing Mexican Reorganization VUZIX CORP: Completes Sale of Tactical Display for $8.5 Million W.R. GRACE: To Sell Bondera Business for $900,000 W.R. GRACE: Resolves Claims Over Big Tex Site for $2 Million W.R. GRACE: Signs MOU for Catalyst Investment in Qingdao, China W.R. GRACE: Signs Agreement to Purchase China Catalyst Assets WCI COMMUNITIES: Raises $175-Mil. to Pay Off Existing Term Loan WESTMORELAND COAL: Imminent Danger Order for Montana Mine Lifted WILLARD RENTAL: Jerry Stackhouse and Companies in Chapter 11 WILLEMS & HERMAN: Case Summary & 16 Largest Unsecured Creditors WOOTEN GROUP: Files for Chapter 11 in Los Angeles XTREME IRON: Sec. 341 Creditors' Meeting Set for July 16 XTREME IRON: Files List of Largest Unsecured Creditors ZOO ENTERTAINMENT: Clark Succeeds EisnerAmper as Accountant * Bulldog Investors May Invest in Bankruptcy Claims * Justice Department Proposes New Rules on Lawyer Compensation * Las Vegas Myers Team Dominates Short Sale Market in Nevada * Recent Small-Dollar & Individual Chapter 11 Filings ********* 10-16 MANHATTAN: Combined Hearing on Plan on Aug. 6 --------------------------------------------------- 10-16 Manhattan Avenue LLC, et al., will seek confirmation of their Plan of Reorganization dated May 28, 2012 and approval of the adequacy of the disclosure in the Disclosure Statement at a combined hearing on Aug. 6, 2012, at 11:00 a.m. (prevailing Eastern Time). According to the Disclosure Statement, the Plan is the product of extensive negotiations with, and is supported fully by, the Debtors' secured lender, DG UWS SUB LLC. Prior to the commencement of their Chapter 11 cases, the Debtors and DG entered into a settlement agreement dated May 22, 2012, resolving a contested foreclosure proceeding pursuant to which the Debtors will transfer the Properties to DG and, in exchange, DG will provide the Debtors with sufficient funds to satisfy fully all allowed administrative, priority, and general unsecured Claims. The Debtors will assume the Settlement Agreement under the Plan. Under the Plan the Debtors will assume the Settlement Agreement. The Debtors will transfer, subject to the Mortgage and all of the Properties' residential leases, all of their title to and interest in each of the Properties to an entity designated by DG and release DG, Bluestar, and each of DG's designees from all claims that the Debtors have or could have asserted against them. In exchange for the Debtors' transfer of the Properties under the Plan, DG will provide the Debtors with sufficient funds with which to satisfy fully all allowed administrative, priority, and general unsecured claims. In accordance with the terms of the Settlement Agreement, the Debtors have appointed Jeffrey Pikus, principal of Bluestar, to serve as property manager of the Properties. Mr. Pikus is empowered to manage and operate the business of each of the Properties, including but not limited to leasing, renovations, and supervising and settling tenant and property related litigations, but only consistent with directives of DG and in all respects in the capacity of a fiduciary to each Debtor and its estate. The Debtors intend to have Mr. Pikus serve as Property Manager through confirmation of the Plan and Bluestar will continue to serve as managing agent of the Properties during Mr. Pikus' tenure. If the Debtors' Properties are conveyed to DG's designees pursuant to the Plan, then in consideration of Pinnacle's, PMM's, and the Guarantors' waiver of all claims against the Debtors and the execution of the DG Release by Mr. Wiener, Pinnacle, PMM, and Praedium, DG will pay the an entity identified by Pinnacle, PMM, Mr. Wiener, and Praedium the sum of $4,200,000. If, however, the Properties are conveyed to DG's designees through an Alternative Acquisition pursuant to which DG acquires them through foreclosure because the Plan is not confirmed, then DG will pay the Fee Recipient the sum of $3,400,000. Unless the Chapter 11 Cases are dismissed, no Alternative Acquisition will occur without the approval of the Bankruptcy Court. Estimated recoveries under the Plan: Class Claim or Interest Recovery ----- ----------------- -------- 1 Remaining Priority Claims 100% 2 govt. Authority Lien Claims 100% 3 The DG Claim Impaired 4 Receivership Claims 100% 5 General Unsecured Claims 100% 6 Equity Interests Impaired DG and the equity holders have agreed to accept the Plan pursuant to the Settlement. Full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/10-16_MANHATTAN_ds.pdf About 10-16 Manhattan Avenue 10-16 Manhattan Avenue LLC and 32 other entities, which own residential apartment buildings in Manhattan, filed Chapter 11 bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos. 12-12261, 12-12264 to 12-12295) on May 24, 2012. The Debtors are owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC. Each Debtor claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) and owns a residential apartment building that largely consists of rent-controlled and rent-stabilized apartments. The sole and managing member for each Debtor is PMM Associates D-FXD LLC. The Properties primarily are located in the Manhattan Valley section of Manhattan in the low 100's on Riverside Drive and near Central Park West. The Debtors purchased the Properties in 2005. Judge Allan L. Gropper presides over the case. Sanford P. Rosen, Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C., serve as the Debtors' counsel. Each Debtor's chapter 11 petition and corresponding schedules and statement of financial affairs reflects an estimated fair market value of the properties of $119 million; however, the value of the Properties may be as high as $140 million, according to a court filing. The Debtors owe lender DG UWS Sub LLC $192.1 million in principal plus $37.7 million in unpaid interest. The Debtor disclosed $7,160,877 in assets and $229,871,250 in liabilities as of the Chapter 11 filing. The Debtor's Pre-Negotiated Plan, included terms of the Settlement Agreement which provides that (a) the Debtors will transfer, subject to the Mortgage and all of the Properties' residential leases, all of their title to and interest in each of the Properties to a "buyer" designated by DG and (b) release DG, Bluestar, and each of DG's designated buyers from all claims that the Debtors have or could have asserted against them. 17315 COLLINS: Plan Filing Extended Until Aug. 7 ------------------------------------------------ 17315 Collins Avenue, LLC, can keep control of its Chapter 11 restructuring after the Bankruptcy Court granted its request for an extension of the periods within which the Debtor has the exclusive right to file and solicit acceptances of a chapter 11 plan. Pursuant to the Court's order, the Debtor's exclusive period within which to file a Plan and Disclosure Statement is extended through and including Aug. 7, 2012, and the Debtor's exclusive period to solicit and obtain acceptances of that Plan is extended through and including Oct. 8, 2012. About 17315 Collins Avenue LLC 17315 Collins Avenue LLC owns and operates a luxury, beach-front condominium-hotel located in Sunny Isles Beach, Florida, commonly known as Sole on the Ocean. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012. The Debtor is the sole owner of the Project. WaveStone Properties LLC owns 100% of the membership interests in the Debtor and has no other businesses or assets. Thomas Feeley is the managing member of WaveStone. Judge Robert A. Mark presides over the case. Lawyers at Meland Russin & Budwick P.A. serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. Mr. Feeley signed the petition. 30DC INC: Launches MagCast Digital Magazine Platform ---------------------------------------------------- 30 DC, Inc., founder of the online Internet marketing course THE CHALLENGE, announced the official launch of MagCast, a digital magazine publishing platform which recently completed a highly successful test launch during which 93% of test subscribers gave permission for Apple Newsstand to share user data with 30 DC, Inc. MagCast is now available to the public under a one-year license for a single payment of $1,997 or three payments of $897 at http://www.magcast.co Included in this price is MagCast's turnkey template designer, publishing tool, and WYSIWIG editor, along with a full MagCast educational course on everything necessary to launch a successful magazine, including selecting a magazine niche, creating quality content, and how to deliver a magazine app on Apple's Newsstand. Buyers also receive a complimentary three-month subscription to 30 DC's Internet marketing program, Immediate Edge. This program, normally priced at $97 per month, is created to help publishers learn techniques for marketing their magazines. The MagCast publishing platform brings niche digital magazine publishing to the public at an affordable price. MagCast makes it possible for anyone to publish on Newsstand, providing rich, engaging and branded content that can be accessed with just a swipe of the fingertips. Newsstand is a standard feature on all Apple products that run iOS 5 or above, and is a mobile digital publishing and reading device. Apple's Senior Vice President, Scott Forstall, announced at the Worldwide Developers Conference on June 12, 2012, that Apple has sold 365 million iOS devices to date, 80% of which run iOS 5. This means that Newsstand's reach is at a staggering high and is consistently growing. Currently, Apple has approximately 3,000 titles on Newsstand, but these are generally limited to household names, such as VOGUE, GQ, and COSMOPOLITAN. When asked why publishers are so eager to partner with MagCast, Edward Dale, CEO of 30 DC, replied, "The online Newsstand marketplace is currently underserved. We see an enormous near- term opportunity for niche content creators worldwide who wish to establish a presence on Newsstand. Just to give you an example, there are 600,000 apps available in the Apple App store, with only 3,000 magazines available on Newsstand." Mr. Dale added, "MagCast is 'magazine publishing for the rest of us,' allowing anyone with a niche to leverage Newsstand's exponential growth to build an audience, gain potential sales leads, and reach their customers through the use of interactive content. MagCast allows the publisher to embed videos, photos, newsletter sign up forms, surveys, social media functionality, and even product offers directly right within their text, making the entire experience streamlined and easy." MagCast is a collaboration of 30DC and Netbloo Media Ltd., who jointly developed the concept and design of the platform. More information about the MagCast publishing platform can be found at http://www.magcast.co About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. The Company reported a net loss of $1.44 million for the fiscal year ended June 30, 2011, following a net loss of $1.06 million in fiscal 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.77 million in total assets, $2.08 million in total liabilities and a $315,408 total stockholders' deficiency. As of Dec. 31, 2011, the Company has a working capital deficit of $1,873,000 and has accumulated losses of $3,050,100 since its inception. The Company's ability to continue as a going concern is dependent upon its ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon attaining profitable operations. The Company does not have sufficient capital to meet its needs and continues to seek loans or equity placements to cover those cash needs. No commitments to provide additional funds have been made and there can be no assurance that any additional funds will be available to cover expenses as they may be incurred. If the Company is unable to raise additional capital or encounters unforeseen circumstances, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, issuance of additional shares of the Company's stock to settle operating liabilities which would dilute existing shareholders, curtailing its operations, suspending the pursuit of its business plan and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York, expressed substantial doubt about 30DC's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2011. The independent auditors noted that the Company has had recurring losses, and has a working capital and stockholders' deficiency as of June 30, 2011. ACE HARDWARE: S&P Withdraws 'BB-' Corp. Credit Rating at Request ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB-' corporate credit rating on Oak Brook, Ill.-based Ace Hardware Corp. at the company's request. "Ace has repaid all of its rated debt, the 9.125% senior secured notes due June 1, 2016, which we had rated 'BB-' with a '4' recovery rating," S&P said. ADVANCED COMPUTER: Status Conference Set for Aug. 8 --------------------------------------------------- The Bankruptcy Court set a status conference in the Chapter 11 case of Advanced Computer Technology, Inc., for Aug. 8, 2012, at 9:00 a.m. at Jose V Toledo Fed Bldg & Us Courthouse, 300 Recinto Sur, 2nd Floor Courtroom 1. San Juan, Puerto Rico-based Advanced Computer Technology, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in Old San Juan on June 6, 2012. The Debtor, an information system consulting firm, disclosed $10.34 million in assets and $6.176 million in liabilities in its schedules. It said software and licenses rights are worth $6.30 million. The value of its 100% ownership of Sprinter Solutions, Inc., is unknown. Bankruptcy Judge Brian K. Tester presides over the case. Charles Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel. The petition was signed by Osvaldo Karuzic, chief executive officer. ADVANCED COMPUTER: Sec. 341 Meeting of Creditors on July 13 ----------------------------------------------------------- The U.S. Trustee in Puerto Rico will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Advanced Computer Technology, Inc., on July 13, 2012, at 10:00 a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan. Proofs of claim are due in the case by Oct. 11, 2012. Governmental proofs of claim are due by Dec. 5. San Juan, Puerto Rico-based Advanced Computer Technology, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in Old San Juan on June 6, 2012. The Debtor, an information system consulting firm, disclosed $10.34 million in assets and $6.176 million in liabilities in its schedules. It said software and licenses rights are worth $6.30 million. The value of its 100% ownership of Sprinter Solutions, Inc., is unknown. Bankruptcy Judge Brian K. Tester presides over the case. Charles Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel. The petition was signed by Osvaldo Karuzic, chief executive officer. AHERN RENTALS: Taps GA Keen Realty as Real Estate Advisor --------------------------------------------------------- BankruptcyData.com reports that Ahern Rentals filed with the U.S. Bankruptcy Court a motion to retain GA Keen Realty Advisors (Contact: Harold J. Bordwin) as real estate advisor. The Debtor will pay GA Keen, on a per property basis, the greater of $1,500 or 4.5% of Savings for lease negotiation fees. For evaluation fees, the Debtor will pay GA Keen $450 per leasehold property evaluation, 50% payable upon the Debtor's written designation of a property to be evaluated and 50% within five business days of the delivery of the draft report. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. AFA INVESTMENT: Has OK to Hire KCC as Administrative Agent ---------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware granted AFA Investment Inc., et al., permission to employ Kurtzman Carson Consultants LLC as administrative agent, nunc pro tunc as of the Petition Date. As reported by the Troubled Company Reporter on June 7, 2012, KCC will, among other things, assist with the preparation of each of the Debtors' schedules of assets and liabilities and statement of financial affairs and any amendments or supplements. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the largest processors of ground beef products in the United States. The Company has five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA has seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% percent of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents the Committee. AIDA'S PARADISE: Plan Outline Hearing Scheduled for June 25 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on June 25, 2012, at 2 p.m., to consider adequacy of the information in the Disclosure Statement explaining Aida's Paradise, LLC's proposed Chapter 11 Plan of Reorganization dated March 14, 2012. According to the Disclosure Statement, on the Effective Date, the Plan provides that holders of allowed administrative claims will be paid in full. Holders of allowed unsecured priority tax claims (except ad valorem tax claims) will be paid by the Debtor, with interest, over a period of five years. The holder of an allowed secured property tax claim will retain its lien on the subject property and be paid in full, with interest, over a period of five years. The Holder of a class of secured claim, TD Bank, will retain its lien on the I-Drive Properties, and its allowed secured claim will be paid back over time. The class of allowed general unsecured claims will be paid a pro rata portion of the "cash flow note." The class of interests will retain their interest in the Debtor in exchange for "new value" and, as such, are unimpaired. The class of equitably subordinated claims will consist of the claim of TD Bank that has been equitably subordinated by the Court under Section 510(c) of the Bankruptcy Code. TD Bank's Equitably Subordinated Claim will be subject to the Debtor's set-off rights due to any damages determined in the TD Bank Adversary. To the extent the allowed amount of the equitably subordinated claim of TD Bank exceeds a certain set-off, then in full satisfaction for the claims, TD Bank will be paid pursuant to the terms of the Cash Flow Note after all holders of general unsecured claims have been paid in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AIDAS_PARADISE_ds.pdf The Debtor has filed a motion asking the Court to equitably subordinate any allowed unsecured claim of TD Bank, formerly known as Mercantile Bank because TD Bank exerted control over the Debtor's operations and decision-making that it became a fiduciary with respect to the Debtor. Moreover, by harming the Debtor's operations and its ability to generate cash and repay its creditors, TD Bank's conduct harmed other creditors and conferred an advantage upon itself vis-a-vis other creditors. About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. The Debtor disclosed $14,980,158 in assets and $9,323,768 in liabilities. The petition was signed by Dr. Adil R. Elias, manager. AMC ENTERTAINMENT: Moody's Revises Ratings Outlook to Stable ------------------------------------------------------------ Moody's Investors Service changed the rating of AMC Entertainment, Inc. to stable from negative and affirmed its B2 corporate family and probability of default ratings, as well as all other instrument ratings as shown below. AMC Entertainment Inc. Outlook, Changed To Stable From Negative Affirmed B2 Corporate Family Rating Affirmed B2 Probability of Default Rating Affirmed SGL-1 Speculative Grade Liquidity Rating Senior Secured Bank Credit Facility, Affirmed Ba2, LGD adjusted to LGD2, 16% from LGD2, 13% 8.75% senior unsec bonds due June 2019, Affirmed B2, LGD adjusted to LGD4, 55% from LGD3, 48% 9.75% Sr Sub Notes due Dec 2020, Affirmed Caa1, LGD adjusted LGD5, 87% from LGD5, 81% 8% Sr Sub notes due March 2014, Affirmed Caa1, LGD adjusted LGD5, 87% from LGD5, 81% Ratings Rationale Expectations for a stronger credit and operating profile following the proposed acquisition of AMC Entertainment by Dalian Wanda Group Co. Ltd. (Wanda, unrated), as well as improved performance drove the outlook revision. AMC Entertainment intends to redeem all of its outstanding 8% senior subordinated notes (approximately $140 million outstanding following its tender activity throughout early 2012) with a combination of balance sheet cash and a $50 million cash equity contribution from Wanda, which would reduce leverage to the low 7 times range from the mid 7 times range based on results for the year ended March 31, 2012. Furthermore, Wanda has committed to investing $500 million in AMC's operations over time ($450 million remaining after the $50 million earmarked for debt reduction). Moody's believes the incremental cash could accelerate growth and lead to lower leverage due to higher EBITDA, or be used for incremental debt paydown, either of which would improve AMC's credit profile. Also, given Wanda's existing cinema, real estate, and entertainment related assets in China, Moody's considers the company a strategic owner and a positive for the credit compared to the existing private equity sponsors, which had been seeking an exit from the company (as indicated by initial public offering filings in December 2006, September 2007, and July 2010). AMC Entertainment's B2 corporate family rating continues to incorporate its aggressive capital structure, with leverage above 7 times debt-to-EBITDA and minimal free cash flow. This credit profile poses challenge for operating in an inherently volatile industry reliant on movie studios for product to drive the attendance that leads to cash flow from admissions and concessions. However, very good liquidity enables the company to better manage the attendance related volatility. Also, Wanda's commitment to invest cash in the company could boost growth and mitigates some of the risk related to AMC Entertainment's plan to expand its dine-in theaters. Scale and geographic diversification, which could be enhanced with the Wanda ownership, also support the rating. Moody's consider theatrical exhibition a mature industry with low-to-negative growth potential, high fixed costs and increasing competition from alternative media, and expects attendance growth will continue to lag behind population growth over the long term, with year to year volatility driven by the popularity of the films. However, the industry remains viable and stable throughout economic cycles. The stable outlook incorporates expectations for positive free cash flow, net of any cash equity from Wanda used for capital expenditures rather than debt repayment, and leverage sustained in the low 7 times range. The outlook also assumes maintenance of a good liquidity profile and EBITDA margins in the low 30% range. The magnitude of improvement in credit metrics required to sustain a higher rating impedes upward ratings potential. However, Moody's would consider a positive rating action with expectations for sustained leverage below 6 times debt-to-EBITDA, along with maintenance of good liquidity and continued positive free cash flow. An upgrade would also require evidence that the company's strategy of expanding food and beverage options and seating upgrades is contributing positively to free cash flow. Expectations for sustained negative free cash flow, erosion of the liquidity profile, or inability to achieve and sustain leverage in the low 7 times debt-to-EBITDA range could results in a downgrade. While unexpected over the next several years, incremental debt or distribution of cash to Wanda would also likely have negative ratings implications. AMC's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside AMC's core industry and believes AMC's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Kansas City, Missouri, AMC Entertainment operates 346 theaters with 5,034 screens, primarily in the United States and Canada. Its revenue for the fiscal year ended March 31, 2012, was approximately $2.6 billion. AMARANTH II: Court Dismisses Chapter 11 Reorganization Case ----------------------------------------------------------- The Hon. Brenda H. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas dismissed the Chapter 11 case of Amaranth II LP. The Debtor related that there is no further reason to remain in bankruptcy. The Debtor explained that it was unsuccessful in its attempt to refinance the indebtedness on the property or sell the property but was able to resolve the dispute with the lender -- RRE VIP Amaranth, LLC. The resolution was memorialized in the settlement agreement filed with the Court on Jan. 18, 2012, amended on Jan. 24, and was approved by the Court on Feb. 17. Pursuant to the agreement, all unsecured creditors together with all operating expenses were paid in full. About Amaranth II LP Carrollton, Texas-based Amaranth II LP filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011. Chief Judge Brenda T. Rhoades presides over the case. Bruce E. Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as the Debtor's counsel. The Debtor disclosed $15,641,623 in assets and $20,244,491 in liabilities as of the Chapter 11 filing. The petition was signed by Carmelita D. Dolores, president of Stonebriar Investment, Inc., its general partner. No official committee of unsecured creditors has been appointed. AMERICA WEST: Incurs $2.7 Million Net Loss in First Quarter ----------------------------------------------------------- America West Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.71 million on $4.06 million of total revenue for the three months ended March 31, 2012, compared with a net loss of $6.52 million on $3.48 million of total revenue for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $30.76 million in total assets, $30.66 million in total liabilities and $94,309 total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/mmxgXL About America West Based in Salt Lake City, Utah, America West Resources, Inc., is an established domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. The Company reported a net loss of $23.46 million in 2011, compared with a net loss of $16.14 million in 2010. Hansen, Barnett & Maxwell, P.C., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31,2011, citing working capital deficit and significant losses which raised substantial doubt about the Company's ability to continue as a going concern. AMERICAN AIRLINES: $2.1-Mil. in Claims Change Hands in April ------------------------------------------------------------ Sixty-six claims totaling $2.1 million traded in the Chapter 11 bankruptcy cases of AMR Corp. and its debtor affiliates in April 2012: a) CRT Special Investments LLC Transferor Claim Amt. ---------- --------- Sunrise Avionics Inc. $64,649 DocuCentric Corporation 8,750 Ricochet Fuel Distributors, Inc. 20,843 Hanley Auto Body, Inc. 2,346 Inquo Enterprises 4,137 Comfort Suites 2,417 b) Sonar Credit Partners II, LLC Transferor Claim Amt. ---------- --------- ComSec International, LLC 9,343 Holiday Inn LAX - Orlando Investments Inc. - Zorch - c) TRC Master Fund LLC Transferor Claim Amt. ---------- --------- VF Imagewear, Inc. 345,166 VF Imagewear, Inc. 364,720 d) Debt Acquisition Co. of America V, LLC Transferor Claim Amt. ---------- --------- GCA Delivery LLC 1,585 Helco Safety Equipment Corp. 2,437 Utah Scale Center 484 James Cristoffel 2,894 Summit Handling Systems Inc. 633 e) Claims Recovery Group LLC Transferor Claim Amt. ---------- --------- Custom Products, Inc. 91,546 Graybar International Puerto Rico 2,350 Miles Petroleum Company Inc. 4,092 McGean-Rohco, Inc. 98,486 West Chatham Hospitality Services 4,084 John Wiley & Sons Inc. 4,833 McGean-Rohco, Inc. 1,037 Matrix Material Handling Inc. 42,262 f) Fair Liquidity Partners, LLC Transferor Claim Amt. ---------- --------- ACI-Lubesco 24,848 Charlie's Trailer Sales & Services 2,997 George Bray 4,366 Robert W. Sparks 3,590 Fox Hospitality Inc. 1,949 Aquarius Creation Baggage Service 5,053 Universal Protection & Maintenance - Felzenberg Bros Inc. 1,926 United Taxi of the Southwest 1,941 Global Aviation Consulting, LLC 9,898 Ultrachem Incorporated 1,004 Creative Stitches Inc. 1,036 CPI Importers 5,047 Shayan Holding Corp. 1,372 Rick's Pallet Company, Inc. 8,239 Openx Technologies, Inc. 8,611 Hall Trask Equipment Company 2,675 Steel Service Company 25,213 Sunset Surrey Inn-vestments LLC 1,765 Genelco Industries, Inc. 13,764 Local Golf Cars, LLC 2,369 Emcor Services 11,678 Federal Pump Repair Co. Inc. 2,819 APO Holdings Incorporated 7,197 Quality Mechanical Services, Inc. 10,295 Rent A Car, Inc. 11,429 Peerless Aerospace Fastener Co. 3,743 Parks Maintenance Service, Inc. 6,837 Ventor Corporation 3,350 FMA Hospitality LP II 1,428 Brooklyn National Deli, Inc. 7,694 Murray Hill East 2,890 Beverly Hills Limousine Service 5,345 g) Fair Harbor Capital, LLC Transferor Claim Amt. ---------- --------- Carmen Carrion 5,089 Carmen Carrion 5,089 h) ASM SIP, L.P. Transferor Claim Amt. ---------- --------- Dematic Corp. 433,722 Dematic Corp. 464,383 i) Tannor Partners Credit Fund, LP Transferor Claim Amt. ---------- --------- Red River Sanitors, Inc. 1,043 Ranger Air Aviation Ltd. - Crawford Door Sales transferred a $359 claim to Sierra Liquidity Fund, LLC. UB Marketing transferred a $2,205 claim to Archon Bay Capital, LLC. 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: $835,600 in Claims Change Hands in May --------------------------------------------------------- Sixty-nine claims totaling $835,624 traded in the Chapter 11 bankruptcy cases of AMR Corp. and its debtor affiliates in May 2012: a) CRT Special Investments LLC Transferor Claim Amt. ---------- --------- Dawson Media Direct Inc. $- Aerospace Sealants LLC 21,298 A&A Electrical Supply Corporation 2,235 b) Sonar Credit Partners II, LLC Transferor Claim Amt. ---------- --------- Zorch - Earthworks Inc. - Sheraton Airport Plaza - Sheraton Airport Plaza - Holiday Inn International Airport - MLS Group of Companies Inc. - Rhino Assembly Corporation - Wiese Material Handling, Inc. - Cargo Airport Services USA, LLC - c) Fair Harbor Capital, LLC Transferor Claim Amt. ---------- --------- AAF-MCQUAY, Inc. 1,525 CHC Hotels Incorporated 927 CHC Hotels Incorporated 2,316 Howard Johnson Hotel 1,937 Jose R. Zayas Martinez 1,750 R and R Electric Motor Corporation 2,475 d) Debt Acquisition Company of America V, LLC Transferor Claim Amt. ---------- --------- Comfort Suites 314 e) Tannor Partners Credit Fund, LP Transferor Claim Amt. ---------- --------- American Hotel Register Company 8,766 Failure Prevention Associates - f) Hain Capital Holdings, Ltd. Transferor Claim Amt. ---------- --------- Cecchetti Wine Company - AAA Air Support, Inc. - EWR Management LLC - g) ASM Capital, LP Transferor Claim Amt. ---------- --------- Clyde Machines Incorporated 14,788 Perficient Inc. 118,513 h) Longacre Opportunity Fund, LP Transferor Claim Amt. ---------- --------- Fokker Services, Inc. 5,739 Fokker Services, Inc. 105,504 i) Sierra Liquidity Fund, LLC Transferor Claim Amt. ---------- --------- Corporate Service Supply 411 Action King Enterprises, Inc. 312 Airworthy Aerospace 541 Bird Service Center 316 Economy Exterminators, Inc. 520 London Towncars, Inc. 369 Gas & Alloy Supply Co. Inc. 28,139 Gas & Alloy Supply Co. Inc. 1,542 j) Liquidity Solutions Inc. Transferor Claim Amt. ---------- --------- Corporacion Los Hermanos 2,175 Industrial Distribution Group 42,522 Accurate Scale Company 4,263 Campos Skid Inc. 5,280 Tug Technologies Corporation 12,106 Tug Technologies Corporation 14,908 k) Anthony Gullifer Transferor Claim Amt. ---------- --------- Sierra Asset Management, LLC 28,139 Sierra Asset Management, LLC 1,542 Sierra Asset Management, LLC 10,046 l) Claims Recovery Group LLC Transferor Claim Amt. ---------- --------- Warrenton Steel LLC 100,391 m) Fair Liquidity Partners, LLC Transferor Claim Amt. ---------- --------- Frank Montoya DBA Roadrunner Shuttle 3,507 Frank Montoya DBA Roadrunner Shuttle 1,530 Letsgo Charter & Tour 1,020 Worldapp Incorporated 1,553 Grandyco Courier & Trucking Service 1,594 Native Audio Visual, Ltd. 1,045 1371500 Ontario, Inc. 1,244 Waldwin Concessions, LLC 3,599 W&J Business DBA Holiday Inn Express 3,143 Ted Kelso DBA Kelso Industries 1,095 Medina Pest Control Incorporated 4,766 Blanchard Training & Development 2,269 Airport Delivery Services 1,137 Transnorm System, Inc. 3,428 Gilchrist & Soamers 3,506 Holiday Inn-Birmingham Airport 3,397 Airport Lodging DBA Radisson Hotel 1,082 Airport Lodging DBA Radisson Hotel 244 Airport Lodging DBA Radisson Hotel 602 n) Corre Opportunities Fund, LP Transferor Claim Amt. ---------- --------- Tenax Finishing Prods Co. 2,019 Jet Way Security & Investigations - GA Telesis 160,967 FFC Services Inc. 91,268 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: Reports May 2012 Traffic Results --------------------------------------------------- AMR Corporation, the parent company of American Airlines Inc., reported May 2012 consolidated revenue and traffic results for its principal subsidiary, American Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding Corporation. May's consolidated passenger revenue per available seat mile (PRASM) increased an estimated 7.3% compared to the prior year period, driven by a strong yield environment and increased international load factors. The Company reported a May consolidated load factor of 83.5%, an increase of 0.8 points versus the same period last year. Consolidated traffic increased 0.4% year-over-year, on 0.6% lower capacity. Domestic traffic increased 1.0% and capacity increased 1.7%, resulting in a domestic load factor of 85.4%, 0.6 points lower versus the same period last year. International load factor was 82.0%, an increase of 2.6 points year-over-year. International capacity and traffic were 4.3% and 1.2% lower year-over-year respectively. On a consolidated basis, the Company boarded 9.5 million passengers in May. A full-text copy of the May 2012 traffic result is accessible for free at http://is.gd/5uH0nb 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 HERITAGE: S&P Cuts Ratings on Revenue Bonds to 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services downgraded its long-term ratings to 'BB+' from 'BBB-' on the California Municipal Finance Authority's education revenue bonds series 2006A, and taxable education revenue bonds series 2006A-T, issued on behalf of the American Heritage Education Foundation project. "We have placed the ratings on CreditWatch with negative implications," S&P said. "The downgrades reflect our view of the Heritage Foundation's poor financial performance in fiscal year 2011 and the subsequent weak maximum annual debt service coverage of 0.4x (according to our calculations), which triggered a covenant violation under the indenture," said Standard & Poor's credit analyst Robert Dobbins. "Although American Heritage is current on its bond payments, according to management, it did not meet its debt service coverage ratio covenant for fiscal year 2011. As a result, the bonds are now in a technical default, the remedy for which, per the indenture, is acceleration. The trustee has not yet initiated acceleration, and it is our understanding that the trustee will not do so, contingent upon receipt of positive results of the charter schools' request for waiver of the covenant violation (with 100% of bondholders approval required for the waiver)," added Mr. Dobbins. "The trustee is also seeking an amendment of the indenture (with at least a majority of bondholders in aggregate principal amount required to approve the amendment) to change the mandatory nature of the acceleration provision upon the occurrence of a technical default to an optional provision. We expect a bondholder decision regarding waiver and indenture amendment within the next 90 days, after which we will resolve the CreditWatch placement, which reflects the possibility of accelerated payments of the bonds," S&P said. "The negative CreditWatch placement reflects our view of the upcoming bondholder vote within the next 90 days requesting they approve a waiver of the covenant violation. We would likely lower the rating, potentially by multiple notches, if the bondholders do not approve the waiver of the covenant violation as this could quickly accelerate bond repayment. In addition, if the waiver is approved but the amendment is not, we will consider any potential rating impact and may take further rating action," S&P said. "Over the longer term, we may also lower the rating if the charter schools continue to draw down cash reserves or issue a significant amount of new debt. An upgrade is unlikely due to the uncertainty of funding for ILP, which is a major component of the charter schools, and our view of the schools' weak debt service coverage. However, we may assign a stable outlook if the charter schools meet budget for the next two fiscal years, improve MADS coverage, and maintain current cash reserve levels," S&P said. "American Heritage faced declines in funding during fiscal year 2011 for its high school's independent learning program (ILP), with the state no longer paying for facilities funding for such students. Fiscal year 2011 operations suffered as a result of this funding cut, and an increase in expenses associated with the expansion of American Heritage's online program (currently serving grades 6 through 8), Digital Academy. Cash reserves remain at a level we consider good for the rating, but they have declined significantly from 2010 due to the decline in operations and deferrals in state payments. Management expects bond covenants will be met for fiscal year 2012 as a result of numerous initiatives, including enrollment growth, a shortened school year, and staff attrition. We expect these measures will improve operations and bring the charter schools back into compliance with its debt service coverage covenant," S&P said. AMERICAN WEST: Taps Fisher & Phillips as Special Labor Counsel -------------------------------------------------------------- American West Development, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Nevada to employ the law firm of Fisher & Phillips LLP as special labor and employment counsel, effective as of the Petition Date. Fisher & Phillips will be paid at these hourly rates: Mark J. Ricciardi, Partner $430 Scott M. Mahoney, Partner $425 Anthony B. Golden, Associate $325 Dana B. Krulewitz, Associate $260 Denise M. Karpa, Paralegal $180 Ilene J. Hasforth, Paralegal $180 To the best of Mr. Ricciardi's knowledge, Fisher & Phillips is a "disinterested person" as that term is defined Section 101(14) of the Bankruptcy Code. About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. American West disclosed $55.39 million in assets and $208.5 million in liabilities as of the Chapter 11 filing. AMSCAN HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg --------------------------------------------------------------- Standard & Poor's Ratings Services placed all of its ratings on Amscan Holdings Inc., including the 'B+' corporate credit rating, on CreditWatch with negative implications, meaning it could lower or affirm the ratings following the completion of its review. "The CreditWatch placement follows the company's announcement that Amscan will be acquired by Thomas H. Lee Partners in a deal valued at about $2.7 billion. Existing investors, including Advent International, Berkshire Partners, and Weston Presidio, will retain minority stakes. We expect the transaction to close in the third quarter of 2012," S&P said. "We believe the transaction could weaken Amscan's credit metrics because of an increase in leverage," said Standard & Poor's credit analyst Stephanie Harter. "We had previously expected credit measures to improve modestly and that leverage would remain below 5x in order to support the current ratings." "Currently Standard & Poor's views Amscan's business risk profile as 'weak' and its financial profile as 'aggressive.' Leverage of about 4.6x at March 31, 2012, is currently in the range of indicative ratios for an aggressive financial risk profile, which includes leverage between 4x-5x," S&P said. "We will resolve the CreditWatch in the next several weeks when more information regarding the transaction and related financing becomes available. We will then assess the company's financial policy and the impact of the company's new capital structure on existing ratings," S&P said. APOLLO MEDICAL: Incurs $157,000 Net Loss in April 30 Quarter ------------------------------------------------------------ Apollo Medical Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $157,356 on $1.63 million of revenue for the three months ended April 30, 2012, compared with a net loss of $228,930 on $1.03 million of revenue for the same period during the prior year. The Company's balance sheet at April 30, 2012, showed $1.57 million in total assets, $2.02 million in liabilities, and a $456,257 total stockholders' deficit. To date the Company has funded its operations from internally generated cash flow and external sources, the proceeds from the Senior Secured Note and the proceeds available from the private placement of convertible notes which have provided funds for near- term operations and growth. The current operating plan indicates that losses from operations may be incurred for all of fiscal 2013 and maturing debt in fiscal 2013 totaling $1,520,000. Consequently, the Company may not have sufficient liquidity necessary to sustain operations for the next twelve months and this raises substantial doubt that the Company will be able to continue as a going concern. The Company intends to seek to raise additional capital through public or private equity financings, partnerships, joint ventures, disposition of assets, debt financings, bank borrowings or other sources of financing. No assurances can be made that management will be successful in achieving its plan. If the Company is not able to raise substantial additional capital in a timely manner, the Company may be forced to cease operations. A copy of the Form 10-Q is available for free at: http://is.gd/LrSk3I 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. The Company 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. 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. . ASARCO LLC: Wants $220MM Settlement Nixed, Claims EPA Erased Docs ----------------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that Asarco LLC asked a Texas bankruptcy court to toss part of a $219.5 million settlement it paid for cleanup at a Nebraska Superfund site, claiming the U.S. Environmental Protection Agency destroyed records that would have cleared its name. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. ATLANTIS OF JACKSONVILLE: Seeks Mediation of Mortgage Dispute ------------------------------------------------------------- The Atlantis of Jacksonville Beach Inc. obtained court permission to refer a mortgage dispute with Center State Bank to mediation and allow the parties to attempt to resolve the issue through non- adversarial procedures. The Debtor said the property at issue has significant equity due to being an entire city block on the ocean front in Jacksonville Beach. The property is vested with a height restriction variance that runs with the land in perpetuity. The height restriction variance will allow the property to be developed as both a restaurant and hotel of at least 11 stories. Other properties in the area are restricted by zoning ordinances to a maximum height of 35 feet. The original lender, First Guaranty Bank, was recently overtaken by the Federal Deposit Insurance Corp. and sold to CenterState Bank. The change in ownership, the Debtor said, has prevented it from attempting to informally resolve the mortgage dispute prior to the Chapter 11 filing. The Debtor attempted on several occasions to contact the appropriate parties at the new lender without success. According to the case docket, the Debtor must file Chapter 11 plan and Disclosure Statement by July 9, 2012. About Atlantis of Jacksonville Beach The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-01553) on March 9, 2012. Judge Paul M. Glenn oversees the case. The Law Offices of Mickler & Mickler serves as the Debtor's counsel. Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and $6,592,590 in liabilities. The petition was signed by Chris Hionides, president. Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr. M.D. Fla. Case. No. 10-05199) on June 15, 2010. Neptune Beach, Florida-based Shoppes of Lakeside holds title to and generates income from residential and commercial buildings and unimproved land in Duval County. The Debtor owns 45 commercial properties and 10 residential properties. The Law Offices of Mickler & Mickler represents the Debtor as counsel. The Company disclosed $39,894,050 in assets and $37,748,101 in liabilities. ATLANTIS OF JACKSONVILLE: Court OKs Farley Grainger as Appraiser ---------------------------------------------------------------- The Atlantis of Jacksonville Beach, Inc., sought and obtained approval from the U.S. Bankruptcy Court to employ Farley Grainger and the firm Broom, Moody Johnson & Grainger, Inc., to facilitate the sale or development of the Debtor's real estate property located at 731 S. 1st St., in Jacksonville Beach, Florida. The Appraiser is to receive a $7,000 retainer to appraise the property and a per hour fee of $100 to $300 for any testimony or post-appraisal services. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Atlantis of Jacksonville Beach The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-01553) on March 9, 2012. Judge Paul M. Glenn oversees the case. The Law Offices of Mickler & Mickler serves as the Debtor's counsel. Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and $6,592,590 in liabilities. The petition was signed by Chris Hionides, president. Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr. M.D. Fla. Case. No. 10-05199) on June 15, 2010. Neptune Beach, Florida-based Shoppes of Lakeside holds title to and generates income from residential and commercial buildings and unimproved land in Duval County. The Debtor owns 45 commercial properties and 10 residential properties. The Law Offices of Mickler & Mickler represents the Debtor as counsel. The Company disclosed $39,894,050 in assets and $37,748,101 in liabilities. ATLANTIS OF JACKSONVILLE: Court Approves Bryan Mickler as Counsel ----------------------------------------------------------------- The Atlantis of Jacksonville Beach Inc. sought and obtained permission from the Bankruptcy Court to employ Bryan K. Mickler, Esq., as its Chapter 11 counsel. The Debtor will look to Mr. Mickler to render general representation and perform other legal services. Mr. Mickler attests that he has no interest adverse to the Debtor or the estate. About Atlantis of Jacksonville Beach The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-01553) on March 9, 2012. Judge Paul M. Glenn oversees the case. The Law Offices of Mickler & Mickler serves as the Debtor's counsel. Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and $6,592,590 in liabilities. The petition was signed by Chris Hionides, president. Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr. M.D. Fla. Case. No. 10-05199) on June 15, 2010. Neptune Beach, Florida-based Shoppes of Lakeside holds title to and generates income from residential and commercial buildings and unimproved land in Duval County. The Debtor owns 45 commercial properties and 10 residential properties. The Law Offices of Mickler & Mickler represents the Debtor as counsel. The Company disclosed $39,894,050 in assets and $37,748,101 in liabilities. BEAU VIEW OF BILOXI: July 9 Hearing on Bid to Extend Exclusivity ---------------------------------------------------------------- The Bankruptcy Court will hold a hearing July 9, 2012 at 1:30 p.m. over the request of Beau View of Biloxi, LLC, for an extension of the period within which it has the exclusive right to file a Chapter 11 plan of reorganization. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has objected to any extension of the Debtor's exclusivity periods, saying the Debtor has filed no Monthly Operating Reports since the case filing. The Debtor should not receive any exclusivity extension until the Debtor files all delinquent Monthly Operating Reports. Also, if necessary, the Debtor should be required to pay all quarterly U.S. Trustee fees based on the Debtor's disbursements for the first quarter of 2012. The U.S. Trustee also noted that on March 23, 2012, the Court entered an Agreed Scheduling Order that requires the Debtor timely file MORs until the case is converted, dismissed or closed. The Agreed Scheduling Order also requires the Debtor file a disclosure statement and confirmable plan on or before May 25, 2012. At the time the Debtor filed its motion to extend exclusivity, no disclosure statement or plan has been filed The U.S. Trustee also has sought dismissal of the case or conversion of the case to Chapter 7. As reported by the Troubled Company Reporter on May 29, 2012, the Debtor seeks an extension of 60 days -- up to and including July 24, 2012 -- to propose a Plan and Disclosure Statement and a concomitant extension of 60 days within which to obtain Plan confirmation. About Beau View of Biloxi Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012. The Mandeville, Louisiana-based debtor disclosed that it is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with assets and debts of $10 million to $50 million. Judge Katharine M. Samson presides over the case. J. Walter Newman, IV, Esq., at Newman & Newman, serves as the Debtor's counsel. The petition was signed by Richard L. Landry, III, designated representative. BEHRINGER HARVARD: Has Interim OK to Use Cash Through June 25 ------------------------------------------------------------- Behringer Harvard Frisco Square LP and its affiliated debtors, BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, BHFS Theater LLC, obtained interim permission to use cash securing their obligations to their prepetition lenders. The Court will hold a second interim hearing on the cash used on June 25, 2012, at 11:00 a.m. The Debtors said in court papers that, without an immediate ability to use Cash Collateral, they do not have other sufficient cash and funds to carry on the operation of their businesses, to pay employees, pay vendors and service providers, and to protect their property. Absent an immediate use of Cash Collateral, the Debtors and their estates will suffer immediate and irreparable injury. Four debtors -- BHFS I LLC, BHFS II LLC, BHFS III LLC, and BHFS IV LLC -- owed Bank of America, N.A., as agent for itself and for Regions Bank, $43.8 million under a syndicated loan. BofA and Regions Bank assert a first lien on the Four Debtors' assets. BHFS Theater owed Bank of America $4.6 million under a separate loan. BofA asserts a first lien on BHFS Theater's assets. BofA and Regions Bank, as lenders under the syndicated loan, assert a second lien on BHFS Theater's assets. The Debtors' loans matured in January 2012, and the lenders accelerated all obligations in February 2012. The Debtors have proposed multiple restructuring mechanisms to their senior secured lenders which, due mostly to the lenders' internal disagreements, have not led to any meaningful progress. An inability to refinance their obligations in light of market conditions, and the continued and severe downturn in the commercial real estate markets have led the Debtors to file for Chapter 11 to restructure their obligations, reorganize their businesses, preserve going concerns, and maximize the returns for all creditors and stakeholders. About BHFS Addison, Texas-based BHFS I LLC and its affiliates, owners of the Frisco Square master-planned development in the Dallas suburb of Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No. 12-41581 to 12-41585) on June 13 in Sherman. The affiliates are Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC. BHFS I and BHFS II each estimated assets and debts of $10 million to $50 million. The Debtors own and operate substantial office, retail, and residential rental space at the highly regarded project known as "Frisco Square," in Frisco, Texas. The project has 103,120 square feet of rentable office space in three buildings, 110,395 square feet of retail space in six buildings, including a 12-screen, 41,464 square-foot Cinemark theater, and 114 high-end multifamily rental units in two buildings, all built between 2000 and 2010. Occupancy rates are more than 85% for the office and retail space and almost 95% for multifamily space. Judge Brenda T. Rhoades presides over the case. Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' counsel. The petition was signed by Michael J. O'Hanlon, president. George H. Barber, Esq., and David D. Ritter, Esq. -- gbarber@krcl.com and dritter@krcl.com -- at Kane Russell Coleman & Logan PC, represent Regions Bank. Bank of America, N.A., is represented by Keith M. Aurzada, Esq., and John Leininger -- keith.aurzada@bryancave.com and john.leininger@bryancave.com -- at Bryan Cave. BEHRINGER HARVARD: Freese and Nichols Leasing Office Space ---------------------------------------------------------- BHFS II LLC seeks authority from the Court to enter into a new office lease agreement, in its capacity as landlord, with Freese and Nichols, Inc., as tenant. BHFS II will lease to Freese and Nichols 2,368 square feet -- Suite 200 -- of nonresidential real property located at 6136 Frisco Square Blvd., in Frisco, Texas, for a duration of 42 months beginning on July 1, 2012. Under the terms of the Office Lease, Freese and Nichols is obligated to make regular monthly lease payments to BHFS II, including, but not limited to, this payment schedule: Months Monthly Rent ------ ------------ The Commencement Date through the last day of Month 16 $4,538.67 Months 17 though 28 $4,637.33 Months 29 through 40 $4,736.00 Months 41 through 42 $4,834.67 About BHFS Addison, Texas-based BHFS I LLC and its affiliates, owners of the Frisco Square master-planned development in the Dallas suburb of Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No. 12-41581 to 12-41585) on June 13 in Sherman. The affiliates are Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC. BHFS I and BHFS II each estimated assets and debts of $10 million to $50 million. The Debtors own and operate substantial office, retail, and residential rental space at the highly regarded project known as "Frisco Square," in Frisco, Texas. The project has 103,120 square feet of rentable office space in three buildings, 110,395 square feet of retail space in six buildings, including a 12-screen, 41,464 square-foot Cinemark theater, and 114 high-end multifamily rental units in two buildings, all built between 2000 and 2010. Occupancy rates are more than 85% for the office and retail space and almost 95% for multifamily space. Judge Brenda T. Rhoades presides over the case. Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' counsel. The petition was signed by Michael J. O'Hanlon, president. George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell Coleman & Logan PC, represent Regions Bank. Bank of America, N.A., is represented by Keith M. Aurzada, Esq., and John Leininger, Esq., at Bryan Cave. BEHRINGER HARVARD: Sec. 341 Creditors' Meeting Set for July 6 ------------------------------------------------------------- The U.S. Trustee in Tyler, Texas, will hold a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Behringer Harvard Frisco Square LP and its affiliated debtors, BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC, on July 6, 2012, at 1:30 p.m. at Southfork Hotel 341 meeting. Proofs of claim are due by Oct. 4, 2012. Government proofs of claim are due by Dec. 10. About BHFS Addison, Texas-based BHFS I LLC and its affiliates, owners of the Frisco Square master-planned development in the Dallas suburb of Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No. 12-41581 to 12-41585) on June 13 in Sherman. The affiliates are Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC. BHFS I and BHFS II each estimated assets and debts of $10 million to $50 million. The Debtors own and operate substantial office, retail, and residential rental space at the highly regarded project known as "Frisco Square," in Frisco, Texas. The project has 103,120 square feet of rentable office space in three buildings, 110,395 square feet of retail space in six buildings, including a 12-screen, 41,464 square-foot Cinemark theater, and 114 high-end multifamily rental units in two buildings, all built between 2000 and 2010. Occupancy rates are more than 85% for the office and retail space and almost 95% for multifamily space. Judge Brenda T. Rhoades presides over the case. Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' counsel. The petition was signed by Michael J. O'Hanlon, president. George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell Coleman & Logan PC, represent Regions Bank. Bank of America, N.A., is represented by Keith M. Aurzada, Esq., and John Leininger, Esq., at Bryan Cave. BICENT HOLDINGS: Moelis & Company Approved as Financial Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Bicent Holdings LLC, et al., to employ Moelis & Company LLC as financial advisor and investment banker. To the best of the Debtors' knowledge, Moelis & Company is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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 percent- owned by Beowulf (Bicent) LLC. Bicent Power LLC disclosed $7.022 million in assets and $308 million in liabilities in its schedules. The schedule was filed before the June 22 deadline. 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. BICENT HOLDINGS: Paul Weiss OK'd as Special Corporate Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Bicent Holdings LLC, et al., to employ Paul, Weiss, Rikfind, Wharton & Garrison LLP as special corporate and transaction counsel. Paul Weiss will assist the Debtors in connection with: i) the possible sale of certain assets, including negotiating and drafting any corporate documents related to the sale; ii) the negotiation and drafting of appropriate corporate documents with respect to the consummation of a Plan of Reorganization; iii) financing, including advising the Debtors in connection with their debtor-in-possession financing and the refinancing or conversion of the DIP financing into an exit facility and drafting any corporate documents related to the DIP financing or exit financing; and iv) general corporate matters. The Court also ordered that abent further order of the Court, the hourly rates charged by Paul Weiss will not exceed $995 per hour on an interim basis, provided that, Paul Weiss reserves the right to seek approval of compensation at its normal billing rates for those of its attorneys whose billing rates exceed $995 per hour in its final application. 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 percent- owned by Beowulf (Bicent) LLC. Bicent Power LLC disclosed $7.022 million in assets and $308 million in liabilities in its schedules. The schedule was filed before the June 22 deadline. 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. BICENT HOLDINGS: Young Conaway Approved as Bankruptcy Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Bicent Holdings LLC, et al., to employ Young Conaway Stargatt & Taylor, LLP as counsel. To the best of the Debtors' knowledge, Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About 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 percent- owned by Beowulf (Bicent) LLC. Bicent Power LLC disclosed $7.022 million in assets and $308 million in liabilities in its schedules. The schedule was filed before the June 22 deadline. 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. BIOLIFE SOLUTIONS: Enters Into Third Amendment to Monte Lease ------------------------------------------------------------- BioLife Solutions, Inc., entered into a Third Amendment to Lease with Monte Villa Farms LLC to enlarge the premises leased by the Company, extend the term of the lease, dated as of Aug. 1, 2007, and to make other modifications to the terms and conditions of the Original Lease, as amended by the First Amendment to Lease, entered into by the Company and Landlord on and dated as of Nov. 4, 2008, and the Second Amendment to Lease, entered into by the Company on March 3, 2012. The premises leased pursuant to the Original Lease consisted of approximately 4,366 rentable square feet of space in the building located at 3303 Monte Villa Parkway, Bothell, Washington. The Company leased an additional 5,798 rentable square feet of space in the Building pursuant to the First Lease Amendment. The Second Lease Amendment expanded the premises leased by the Company from the Landlord to approximately 20,462 rentable square feet. The Third Lease Amendment expanded the premises to 20,761 rentable square feet. About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc. develops and markets patented hypothermic storage and cryopreservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. The Company reported a net loss of $1.95 million in 2011, compared with a net loss of $1.98 million in 2010. The Company's balance sheet at March 31, 2012, showed $1.86 million in total assets, $13.29 million in total liabilities and a $11.43 million in total shareholders' deficiency. Following the 2011 results, Peterson Sullivan LLP, in Seattle, Washington, expressed substantial doubt about BioLife Solutions' ability to continue as a going concern. The independent auditors noted that the Company has been unable to generate sufficient income from operations in order to meet its operating needs and has an accumulated deficit of $54 million at Dec. 31, 2011. BLUEGREEN CORP: Turns Down Diamond's Proposal to Buy 100% Equity ---------------------------------------------------------------- The Board of Directors of Bluegreen Corporation received a letter from Diamond Resorts Corporation which contained a proposal subject to stated terms and conditions to acquire 100% of the outstanding equity of the Company at a price of $6.25 per share in cash. The proposal was expressly contingent on satisfactory due diligence and obtaining sufficient financing. The Special Committee of the Board of Directors of the Company made a determination and informed Diamond on June 18, 2012, of its determination that the proposal did not constitute, and was not likely to result in, a Superior Proposal as defined in the Merger Agreement between the Company and BFC Financial Corporation, which owns 54% of the Company's outstanding equity. It was noted that the Company had previously entered into a non- binding letter of intent relating to the acquisition of the Company by Diamond on July 21, 2008. Pursuant to that letter of intent the Company granted Diamond an exclusive right of negotiation initially for approximately two months but later extended to Nov. 15, 2008, during which time Diamond had the opportunity to conduct extensive due diligence. On Oct. 17, 2008 the Company was advised that Diamond had not secured financing and abandoned its proposal. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. The Company reported a net loss of $17.25 million in 2011, compared with a net loss attributable of $43.96 million in 2010. The Company's balance sheet at March 31, 2012, showed $1.06 billion in total assets, $757.74 million in total liabilities and $309.80 million in total stockholders' equity. In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. BNC FRANCES: Has Access to JPMCC Cash Collateral Until June 29 -------------------------------------------------------------- The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas signed an agreed order authorizing BNC Frances Villas, L.P., to use cash collateral of its secured lender, JPMCC 2007-CIBC19 Frances Way, LLC until June 29, 2012. The Debtor would use the cash collateral, solely to pay the ordinary and necessary operating expenses of the property -- Frances Way Villas apartment complex located at 900 Frances Way, Richardson, Texas. The Debtor is authorized to make expenditures with monthly expenses for any line item up to but not greater than 110% of the amount budgeted for such line item in the applicable month, and with total monthly expenses being up to but not greater than 105% of the total budget for each the month during the cash collateral period. As of the Petition Date, in the aggregate total amount of at least $8,549,913 for unpaid principal and accrued but unpaid interest, fees, and any and all amounts owed by Debtor to lender under the indebtedness documents. Pursuant to the stipulation, the budget may be amended or extended from time to time without further order of the Court upon the prior written agreement of Debtor and lender, and the amended budget will become the budget under the order, provided, however, that if Debtor and lender amend or supplement the budget, the Debtor will file with the Court a notice of the amended or supplemented budget and attach the amended or supplemented budget to the notice. As partial adequate protection of lender's interest in the prepetition collateral and cash collateral, lender is granted replacement liens and security interests in and upon all of the properties and assets of Debtor. The Debtor will also pay to lender interest on the prepetition indebtedness, in the monthly amount of $45,837. Additionally, lender will have the right to credit bid with respect to the prepetition collateral. About BNC Frances BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition (Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on April 2, 2012, to halt a foreclosure sale of its property. BNC owns and operates the Frances Way Villas Apartments in Richardson, Texas. BNC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B). Judge Barbara J. Houser presides over the case. Eric A. Liepins, P.C., serves as the Debtor's counsel. The Debtor disclosed $11,072,048 in assets and $9,292,375 in liabilities as of the Chapter 11 filing. BNC FRANCES: Plan Outline Hearing Scheduled for July 2 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on July 2, 2012, at 9 a.m., to consider adequacy of information in the Disclosure Statement explaining the terms of BNC Frances Villas, L.P.'s Plan of Reorganization dated May 25, 2012. According to the Disclosure Statement, the Plan provides that the Reorganized Debtor will continue in business. The Plan will break the existing claims into 6 categories of claimants. These claimants will receive cash payments over a period of time commencing upon the Effective Date. The funds from continued operations will be used by the Debtor to maintain the Property and make Plan payments. Under the Plan, among other things: Class 3 Claimants (Allowed Secured Claim of JPMCC 2007-CIBC 19 Frances Way, LLC: the Lender's debt will be amortized over 300 monthly payments but will be payable commencing on the Effective Date in 59 equal monthly payments of $47,526 and one payment on the 60th month after the Effective Date of all outstanding principal and interest. Class 4 Claimants (Allowed Unsecured Creditors of non- insiders): will be paid 100% of their Allowed Claim in 60 payments. Class 5 (Unsecured Creditors of Insiders): will be satisfied as: will receive their pro rata portion of payments made by the Debtor into the Class 5 Creditors Pool, after payments to the class 2, 3 and 4 creditors have been completed. The Debtor will make 60 equal monthly payments commencing on the after the completion of all payments required to be paid to the Class 2, 3 and 4 creditors of $1,000 per month. The Debtor believes the class 5 class will consist of the claims of Barry S. Nessbaum Co., Watersong Apartments LP, and Dallas Bayou Bend, Ltd. The total amount of the Class 5 claims will be approximately $600,000. The class 5 creditors will receive approximately 10% of their claims. Class 6 (Current Equity Holders): will retain their current ownership interests. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BNC_FRANCES_ds.pdf About BNC Frances BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition (Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on April 2, 2012, to halt a foreclosure sale of its property. BNC owns and operates the Frances Way Villas Apartments in Richardson, Texas. BNC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B). Judge Barbara J. Houser presides over the case. Eric A. Liepins, P.C., serves as the Debtor's counsel. The Debtor disclosed $11,072,048 in assets and $9,292,375 in liabilities as of the Chapter 11 filing. BON-TON STORES: Fitch Junks Rating on $329-Mil. Senior Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'CCC/RR5' rating to the $329 million 10 5/8% senior second lien secured notes due July 2017 issued by The Bon-Ton Department Stores, Inc. It has simultaneously downgraded the remaining $135 million 10 1/4% senior unsecured notes due March 2014 to 'CC/RR6' from 'CCC/RR5'. On June 4, 2012, The Bon-Ton Stores (Bon-Ton) announced its plans to refinance its $464 million 10 1/4% senior unsecured notes due March 2014 through an exchange offer, replacing them with 10 5/8% senior second-lien secured notes due July 2017. Eligible holders that validly tendered their notes by June 15, 2012 (the 'Early Deadline') would receive $1,000 in principal amount of the new notes per $1,000 principal amount of old unsecured notes, which included a 'Consent and Early Tender Payment' of $30 in principal amount of the new notes. For any old notes tendered after the Early Deadline, eligible holders will receive $970 in principal amount of New Notes per $1,000 principal amount of Old Notes. As of June 15, 2012, approximately $329.4 million principal amount of Old Notes had been tendered in the recent Exchange Offer, representing approximately 71.0% of the outstanding Old Notes. The ratings continue to reflect below industry-average comparable store sales trends and operating profitability. The company's comparable store sales trends have been negative for eight of the past 10 years, and have been consistently weaker than its peers in the moderate department store space. In 2011, comp store sales declined 3%, and Fitch attributes the decline to merchandising mishaps, high apparel costs that negatively affected consumer spending, and to market share losses to stronger peers such as Macy's, which has been posting positive mid-single-digit comps over the past eight quarters. Fitch expects that leverage (adjusted debt/EBITDAR) will increase to mid 6.0x in 2012 and be potentially higher in 2013/2014 unless Bon-Ton can reverse the negative same store sales trends. Free cash flow before any one-time gains (such as the $50 million one- time payment for its new credit card agreement this summer) is expect to be flat to slightly positive this year. The issue ratings are derived from the Issuer Default rating (IDR) and the relevant Recovery Rating, based on Fitch's recovery analysis that placed a liquidation value under a distressed scenario of approximately $808 million as of April 28, 2012. Bon- Ton's senior secured credit facility is rated 'BB-/RR1', indicating outstanding recovery prospects (91%-100%) in a distressed scenario. The facility is secured by a first lien on substantially all of the assets (mainly consisting of inventory) of the borrowing entities and guarantors, except for certain mortgaged real property supporting the mortgage loan facilities. The new senior secured notes, which have a second lien on the assets that support the credit facility, are rated 'CCC/RR5', and are considered to have below-average recovery prospects (11%-30%). Therefore, unsecured claims based on this waterfall are considered to have poor recovery prospects (1%-10%) and the remaining $135 million in unsecured notes are rated 'CC/RR6'. Having said that, Fitch expects Bon-Ton to be able to pay down the remaining unsecured notes through a combination of drawing down on its credit facility and FCF. The $240 million mortgage loan facility due March 6, 2016 is rated 'B/RR3', indicating good recovery prospects (51%-70%). The facility is secured by mortgages on 23 stores and one distribution center. These properties are owned by bankruptcy-remote special purpose entities. Fitch has taken the following rating actions: The Bon-Ton Stores, Inc. -- IDR affirmed at 'B-'. The Bon-Ton Department Stores, Inc. -- IDR affirmed at 'B-'; -- $625 million senior secured credit facility affirmed at 'BB-/ RR1'; -- Second lien secured notes assigned 'CCC/RR5'; -- Senior unsecured notes downgraded to 'CC/RR6' from 'CCC/RR5'. Bonstores Realty One and Two, LLC -- IDR affirmed at 'B-'; -- $230 million mortgage loan facility affirmed at 'B/RR3'. The Rating Outlook is Negative. BON-TON STORES: CCPA with Capital One to Cease by July 24 --------------------------------------------------------- The Bon-Ton Stores, Inc., and Capital One, National Association, entered into a Seventh Amendment to the Credit Card Program Agreement under which Capital One would issue credit cards to the Company's customers and compensate the Company for sales made on the cards. Capital One is the assignee to the CCPA originally entered into between Bon-Ton Stores and HSBC Bank Nevada, N.A., on June 20, 2005. The Seventh Amendment provides that the term of the CCPA, which would have terminated on June 20, 2012, will be extended to July 24, 2012, which is the date on or prior to which Capital One and Alliance Data Systems Corporation are currently targeting to complete the transfer of existing private label credit card accounts. On Dec. 16, 2011, the Company entered into a Private Label Credit Card Program Agreement with World Financial Network Bank, a bank subsidiary of Alliance Data Systems Corporation. The ADS Program Agreement commencement date will be the date of transfer to ADS, pursuant to a purchase agreement between ADS and HSBC, of ownership of the existing private label credit accounts issued under the CCPA. A copy of the Seventh Amendment is available for free at: http://is.gd/svdkBO About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 276 department stores, which includes 11 furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. The Company's balance sheet at April 28, 2012, showed $1.62 billion in total assets, $1.53 billion in total liabilities and $91.77 million in total shareholders' equity. * * * As reported by the TCR on June 7, 2012, Moody's Investors Service affirmed The Bon-Ton Stores, Inc.'s Corporate Family Rating at Caa1 and lowered the company's Probability of Default Rating to Caa3 from Caa1. The rating action reflects the company's announcement that it has proposed to exchange a newly issued series of second lien notes due 2017 for its existing unsecured notes due in 2014. In Moody's opinion in this exchange offer, if concluded, would constitute a distressed exchange, as this transaction results in an extension of debt maturities to address the company's near term debt refinancing needs in the context of the company's high debt burden and weak competitive position as reflected in its Caa1 Corporate Family Rating. BON-TON STORES: Eight Directors Elected at Annual Meeting --------------------------------------------------------- The Bon-Ton Stores, Inc., held its annual meeting of shareholders at which five proposals were presented to the Company's shareholders for consideration. At the annual meeting, shareholders: (a) elected eight directors to hold office until the 2013 Annual Meeting of Shareholders and until their respective successors have been elected; (b) approved the Amendment and Restatement of The Bon-Ton Stores, Inc., Cash Bonus Plan; (c) approved the Amendment and Restatement of The Bon-Ton Stores, Inc., 2009 Omnibus Incentive Plan; (d) approved, on an advisory basis, the compensation of the named executive officers of the Company; and (e) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending Feb. 2, 2013. The eight directors elected to the Board of Directors were: (1) Lucinda M. Baier; (2) Byron L. Bergren; (3) Philip M. Browne; (4) Marsha M. Everton; (5) Michael L. Gleim; (6) Tim Grumbacher; (7) Brendan L. Hoffman; and (8) Todd C. McCarty. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 276 department stores, which includes 11 furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. * * * As reported by the TCR on June 7, 2012, Moody's Investors Service affirmed The Bon-Ton Stores, Inc.'s Corporate Family Rating at Caa1 and lowered the company's Probability of Default Rating to Caa3 from Caa1. The rating action reflects the company's announcement that it has proposed to exchange a newly issued series of second lien notes due 2017 for its existing unsecured notes due in 2014. BONDS.COM GROUP: Issues 66 Units to Daher Bonds, et al. ------------------------------------------------------- As previously reported by Bonds.com Group, Inc., on Dec. 5, 2011, the Company entered into a Unit Purchase Agreement with Daher Bonds Investment Company, Mida Holdings, Oak Investment Partners XII, Limited Partnership, GFINet Inc., and certain other investors. Pursuant to the Unit Purchase Agreement, among other things, on Dec. 5, 2011: (a) the Company sold to DBIC, Mida, Oak, GFI and certain other investors an aggregate of 100 units, with each unit comprised of 100 shares of the Company's Series E-2 Convertible Preferred Stock and warrants to purchase 1,428,571 shares of the Company's common stock, for a total purchase price of $10,000,000; and (b) the Company agreed to sell, and DBIC, Mida, Oak, GFI and certain other investors agreed to purchase, an additional 66 Units for an aggregate purchase price of $6,600,000. The Additional Closing was conditioned upon the satisfaction or waiver of certain closing conditions, including the conditions that (a) the Company's gross operating revenue for any month ending on or prior to June 30, 2012, is at least $800,000, and (b) the Company's operating losses for the same month are less than $200,000. On June 8, 2012, the Company, DBIC, Mida, Oak, GFI, Bonds MX, LLC, and XOL Holding S.A.L. entered into a letter agreement pursuant to which the Financial Performance Condition was waived. As a result, on June 8, 2012, the Additional Closing was consummated and the Company issued the 66 Units contemplated by the Unit Purchase Agreement, as well as one additional Unit to Bonds MX, LLC, an investor that exercised its preemptive rights under the Company's prior Series D Stockholders' Agreement. Edwin L. Knetzger, III, a member and chairman of the Company's Board of Directors, is a significant equity owner in Bonds MX, LLC. In connection with the Additional Closing under the Unit Purchase Agreement, on June 8, 2012, the Company issued 67 Units, comprised of 6,700 shares of Series E Preferred and Common Stock Warrants to purchase 95,714,289 shares of our common stock for an aggregate purchase price of $6,700,000 to DBIC, Mida, Oak, GFI, Bonds MX, LLC and XOL Holding S.A.L. About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc., an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. The Company reported a net loss of $14.45 million in 2011, compared with a net loss of $12.51 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $9.62 million in total assets, $14.85 million in total liabilities and a $5.23 million total stockholders' deficit. Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2011, citing recurring losses and negative cash flows from operations that raise substantial doubt about the Company's ability to continue as a going concern. BROADVIEW NETWORKS: S&P Cuts CCR to 'CCC-' on Note Maturity Risk ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Broadview Networks Holdings Inc. "We lowered our corporate credit rating on the company two notches to 'CCC-' from 'CCC+'. The outlook is negative," S&P said. "We also lowered our rating on the company's $300 million senior secured notes due Sept. 1, 2012 to 'CC' from 'CCC'. The recovery rating remains unchanged at '5', indicating our expectation for modest (10%-30%) recovery of principal and interest in the event of a payment default," S&P said. "The downgrade reflects the risks associated with the company's near-term maturity of $300 million of notes due Sept. 1, 2012," explained Standard & Poor's credit analyst Catherine Cosentino. "Given that the company's cash, certificates of deposit, and investment securities collectively totaled $25 million as of March 31, 2012, and our expectations for no more than modest levels of free operating cash flow (FOCF) over the next year, we believe the company does not have the financial capacity to repay this debt from its existing cash sources," S&P said. "We therefore believe there is high risk of either a payment default or a financial restructuring which we would consider a distressed exchange," added Ms. Cosentino. "The ratings on Broadview primarily reflect its 'weak' liquidity, given the secured notes maturity. The company also faces competitive pressures in its markets and the adverse impact of the still-sluggish U.S. economy on telecom spending by many of its retail and wholesale customers, as well as its 'highly leveraged' financial risk profile. Standard & Poor's considers Broadview's business risk profile 'vulnerable,' and incorporates the competitive threats from much larger, financially stronger incumbent telephone companies -- especially Verizon Communications Inc. -- in Broadview's customer footprint," S&P said. "Although Broadview has provided tailored communications services and customer care," said Ms. Cosentino, "we anticipate that there could be accelerated marketing to its customer base by Verizon. In our view, this could pressure Broadview's prices and profit margins." "The outlook is negative. We would lower the rating if the company defaults on its obligations or enters into a financial restructuring of the notes issue which we would view as a distressed exchange and thus tantamount to a default. We would then lower the corporate credit rating to 'SD' and the issue rating to 'D'. Upon completion of any distressed exchange, we would reassess the rating, and potentially reassign corporate credit and issue-level ratings based on the new terms and debt amounts outstanding. If the company instead refinances the notes through a new issuance of debt and eliminates the threat of near- term maturities, we could raise the rating but likely no higher than 'B-', given the competitive challenges facing the company," S&P said. CARBON ENERGY: Court Approves McDonald Carano as Counsel -------------------------------------------------------- Kelvin J. Buchanan, the Chapter 11 Trustee in the bankruptcy case of Carbon Energy Holdings LLC and Carbon Energy Reserve Inc., sought and obtained permission from the U.S. Bankruptcy Court to employ Kaaran E. Thomas, Sylvia Harrison, and Lisa Wiltshire together with other partners and associates of McDonald Carano Wilson LLP as bankruptcy counsel. The scope of MCW's services will include assistance in negotiation and preparation of sales, examination and preparation of records and reports required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; preparation of motions, applications, orders and other pleadings; identification of claims and causes of action assertable by the Debtors and their Estates; examination of claims against the Estates; assisting the Chapter 11 Trustee Trustee in his negotiations with Debtors and other parties-in-interest; and other legal matters as may arise in connection with the Trustee duties. The firm's rates are: Personnel Rates --------- ----- Ms. Thomas $450 Ms. Harrison $375 Ms. Wiltshire $250 For other partners/ associates $225 to $450 MCW attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Carbon Energy Holdings Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011. Judge Bruce T. Beesley presides over the cases. Carbon Energy Holdings Inc. disclosed $0 in assets and $146,270 in liabilities in its schedules filed in court. Carbon Energy Reserve Inc. scheduled $40,000,000 in assets and $2,009,573 in liabilities. Kolesar & Leatham Chtd. acts as the Debtors' general counsel. CARTER'S GROVE: Can Obtain $75,000 for Emergency Property Repairs ----------------------------------------------------------------- The Hon. Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized, in a final order, Stanley J. Samorajczyk, the Chapter 11 trustee for Carter's Grove, LLC, to obtain postpetition, secured, superpriority financing amounting to $75,000 from The Colonial Williamsburg Foundation. The trustee would use the money for (i) funding emergency repairs to the Debtor's property, Carter's Grove, an historic mansion and 475 acre property located in James City County, Virginia, (ii) payment of critical administrative expenses, and (iii) obtaining liability insurance, automobile insurance and workers' compensation insurance on the Property. Given the Debtor's current financial condition and capital structure, the Debtor is unable to obtain sufficient unsecured credit allowable under 11 U.S.C. Sec. 503(b) as an administrative expense. CWF has agreed to loan the Debtor funds to commence the emergency repairs and to obtain the aforementioned insurances for the Property subject to obtaining a first priority perfected priming lien on and security interest in the Debtor's property. The DIP Financing will accrue interest at a fixed rate of 6% per annum until paid in full. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant CWF a superpriority administrative claim against the Debtor's estate. In a separate order, the Court, on March 27, denied the Debtor's motion (a) approving settlement agreement; (b) authorizing he Debtor to obtain postpetition financing and related relief; and (c) approving sale process of the Debtor's real property. About Carter's Grove San Francisco, California-based Carter's Grove, LLC, owns the historic Williamsburg, Virginia-area mansion named Carter's Grove. Halsey M. Minor owns the Company and bought the Carter's Grove mansion for $15.3 million in 2007, at the height of the real estate bubble. Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30554) on Feb. 14, 2011. Debra I. Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang, Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann, Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in Richmond, Va., serve as the Debtor's bankruptcy counsel. Conway MacKenzie, Inc., serves as financial restructuring advisors to assist it during the Chapter 11 case, and perform other consulting services necessary to the Debtor's continuing operations. In its schedules, the Debtor disclosed $21.2 million in assets and $12.5 million in liabilities. On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern District of California approved the transfer of the Chapter 11 case of Carter's Grove, LLC to the Bankruptcy Court for the Eastern District of Virginia, Newport News Division. On April 4, 2012, the U.S. Trustee appointed Stanley J. Samorajczyk as Chapter 11 trustee of the Debtor's estate. The trustee tapped McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., and Willcox & Savage, P.C., as his co-counsels. CATALYST PAPER: Court Sets June 25 Meeting With Creditors --------------------------------------------------------- Catalyst Paper has received approval from the Supreme Court of British Columbia for additional meetings of its secured and unsecured creditors to consider the further amended Plan of Arrangement (the Amended Plan) under the Companies' Creditors Arrangement Act. The Meetings to consider the Amended Plan will be held on June 25, 2012 at 10:00 a.m. for Unsecured Creditors (including holders of Unsecured Notes and General Unsecured Claims) and 11:00 a.m. for First Lien Noteholders at Delta Vancouver Airport Hotel, 3500 Cessna Drive, Richmond, BC. The Court order provides that all votes (whether in person or by proxy) cast in respect of the previous plan of arrangement at the meetings of secured and unsecured creditors of Catalyst Paper held on May 23, 2012 (the Prior Meetings) will be deemed to be voted as they were voted at the Prior Meetings (in favour of or against, as applicable) the Amended Plan at the Meetings unless revoked. Please see below for information on how to revoke a proxy. The Court order also provides that all cash elections filed in connection with the Prior Meetings will be deemed to be filed in connection with the Meetings unless revoked. The record date for voting at the Meetings is the same as for the Prior Meetings; March 16, 2012. The Amendments to the Plan of Arrangement As previously announced, the principal change to the plan of arrangement is the compromise of entitlements under certain extended health benefits plans for former salaried employees of Catalyst that were not to be compromised under the prior plan of arrangement. Other changes to the plan of arrangement are changes necessary to reflect the new timing for creditor approval of the Amended Plan. Pursuant to the Amended Plan, all claims in connection with the elimination of the extended health benefits will be General Unsecured Claims and holders of such claims will receive the same treatment (other than that they will not be considered Convenience Creditors and are not entitled to file a Cash Election) as and will be entitled to vote with all other General Unsecured Claims under the Amended Plan. Catalyst has been advised that there is substantial support for the Amended Plan by the holders of the extended health benefits claims that will be compromised under the Amended Plan. In addition, certain holders of Unsecured Notes who previously voted against the plan of arrangement or did not vote on the plan of arrangement have indicated that they will support the Amended Plan. As previously announced, Catalyst has proposed modifications to its salaried pension plan to provide for a special portability election option and solvency funding relief which require provincial government approval. The Minister of Finance has confirmed that he is prepared to submit the proposal to Cabinet for its consideration with a recommendation in favour. The implementation of the Amended Plan is conditional on obtaining regulatory approval to the above modification. The company estimates that it would save approximately $7 million annually if these modifications were implemented following a successful plan of arrangement. Required Approvals Implementation of the Amended Plan will be subject to the requisite approval by Catalyst Paper's secured and unsecured creditors at the Meetings to be held on June 25, 2012, the approval of the Court and, to the extent applicable, the approval of the United States Bankruptcy Court for the District of Delaware. In the event the Amended Plan is not approved at the Meetings, Catalyst Paper will continue working towards a sale transaction in accordance with the court-approved sale and investor solicitation procedures. Conditions Implementation of the Amended Plan remains subject to a number of other conditions including a condition that Catalyst Paper shall have entered into agreements with respect to a new ABL Facility and, if necessary, Exit Facility, satisfactory to the Majority Initial Supporting Noteholders, in consultation with the Initial Supporting Unsecured Noteholders. The conditions are set out in the Amended Plan and in the Circular. Please see below for information as to how to obtain a copy of these documents. Under the Amended Plan, each of these conditions must be satisfied within 45 days of the date of the Sanction Order unless such condition is waived or the date for fulfillment is extended in accordance with the provisions of the Amended Plan. Revoking a Proxy Individuals who have already submitted a proxy may revoke their proxy by delivering to the Monitor a document in the form provided by the Monitor specifying that the proxy is revoked that is signed by the individual or the individual's attorney duly authorized in writing. Creditors who are not individuals who have already submitted a proxy may revoke their proxy by delivering to the Monitor a document in the form provided by the Monitor specifying that the proxy is revoked that is signed by a duly authorized officer or attorney thereof. Holders of First Lien Notes and Unsecured Notes who wish to change voting instructions previously given should contact Globic Advisors, Inc. at One Liberty Plaza, 23rd Floor, New York, NY 10006, phone: 212-227-9699, facsimile: 212-271-3252 or email: rstevens@globic.com for additional information. Revoking a Cash Election Holders of General Unsecured Claims in excess of $10,000 who previously filed an election (Cash Election) to receive cash for their General Unsecured Claim may revoke their Cash Election by contacting the Monitor as follows: Individuals who have already submitted a Cash Election may revoke their Cash Election by delivering to the Monitor a document specifying that the Cash Election is revoked that is signed by the individual or the individual's attorney duly authorized in writing. Creditors who are not individuals who have already submitted a Cash Election may revoke their Cash Election by delivering to the Monitor a document specifying that the Cash Election is revoked that is signed by a duly authorized officer or attorney thereof. Such documents must be delivered prior to the commencement of the Meetings to the Monitor at: PRICEWATERHOUSECOOPERS INC. 250 Howe Street, Suite 700 Vancouver, British Columbia, V6C 3S7 Attn: Patricia Marshall Tel: 604-806-7070 E-mail: catalystclaims@ca.pwc.com About Catalyst Paper Catalyst Paper Corp. -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. Catalyst on Dec. 15, 2011, deferred a US$21 million interest payment on its outstanding 11.00% Senior Secured Notes due 2016 and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15, 2011. Catalyst said it was reviewing alternatives to address its capital structures and it is currently in discussions with noteholders. Perella Weinberg Partners served as the financial advisor. In early January 2012, Catalyst entered into a restructuring agreement, which will see its bondholders taking control of the company and includes an exchange of debt for equity. The agreement said it would slash the company's debt by C$315.4 million ($311 million) and reduce its cash interest expenses. Catalyst also said it will continue to "operate and satisfy" its obligations to customers, trade creditors, employees and retirees in the ordinary course of business during the restructuring process. On Jan. 17, 2012, Catalyst applied for and received an initial court order under the Canada Business Corporations Act (CBCA) to commence a consensual restructuring process with its noteholders. Affiliate Catalyst Paper Holdings Inc., filed for creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 12-10219) on the same day and sought recognition of the Canadian proceedings. Catalyst joins a line of paper producers that have succumbed to higher costs, increased competition from Asia and Europe, and falling demand as more advertisers and readers move online. In 2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy protection, followed by SP Newsprint Co., owned by newsprint magnate and fine art collector Peter Brant. In December, Wausau Paper said it will close its Brokaw mill in Wisconsin, cut 450 jobs and exit its print and color business. The Supreme Court of British Columbia granted Catalyst creditor protection under the CCAA until April 30, 2012. As of Dec. 31, 2011, the Company had C$737.6 million in total assets and C$1.35 million in total liabilities. CLARE AT WATER: Judge Timothy Barnes Now Handles Bankruptcy Case ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, in an administrative order No. 12-07, reassigned the Chapter 11 case of Clare at Water Tower from Judge Susan Pierson Sonderby to Judge Timothy A. Barnes. 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. 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. CLEARWIRE CORP: Intel Has 15.7% Stake as of June 8 -------------------------------------------------- Intel Corporation disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that, as of June 8, 2012, it beneficially owns 94,076,878 shares of Class A common stock of Clearwire Corporation representing 15.7% of the shares outstanding. Intel does not directly own any shares of Class A Common Stock of the Company. As of June 19, 2012, by reason of the provisions of Rule 13d-3 under the Act, Intel is deemed to beneficially own and to share voting and investment power with respect to 94,076,878 shares of Class A Common Stock that are beneficially owned as follows: * 28,432,066 shares of Class A Common Stock that are beneficially owned as follows: 25,098,733 shares of Class A common stock that are held of record by Intel Capital and 3,333,333 shares of Class A common stock that are held of record by Intel Cayman; and * 65,644,812 shares of Class A common stock that are beneficially owned as follows: 65,644,812 shares of Class B common stock and Class B Common Units that are held of record by Intel Entity A. Each share of Class B Common Stock, together with one Class B Common Unit, is exchangeable at any time at the option of the holder, into one fully paid and nonassessable share of Class A common stock of the Company. A copy of the amended filing is available for free at: http://is.gd/FHALFs 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." CONSOLIDATED CONTAINER: S&P Affirms 'B' Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Consolidated Container. "At the same time, we removed the ratings from CreditWatch, where they had been placed with negative implications on May 31, 2012. The outlook is stable," S&P said. "We assigned a 'B' issue-level rating and '3' recovery rating to the proposed $370 million senior secured first-lien term loan due 2019. The '3' recovery rating reflects our expectation for a meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "We also assigned a 'CCC+' issue-level rating and '6' recovery rating to the proposed $250 million in senior unsecured notes due 2020. The '6' recovery rating reflects our expectation for a negligible (0% to 10%) recovery in the event of a payment default," S&P said. "The $370 million senior secured first-lien loan and $250 million in senior unsecured notes and about $180 million in equity from Bain Capital will fund the purchase of outstanding equity and pay off existing debt of about $554 million with the remainder applied toward the payment of transaction fees and expenses," S&P said. "The company will also have a new $125 million asset-backed revolving credit facility, which we do not rate," S&P said. "After the completion of the transaction, we expect leverage to be about 6x and a ratio of funds from operations (FFO) to total adjusted debt of approximately 12%. Although we would continue to view the financial profile as highly leveraged, we expect favorable operating trends and an improving financial profile to support a stable outlook. Based on our scenario forecasts, we expect leverage to improve gradually toward 5x and FFO-to-total- adjusted-debt will be flat to modestly better in the next few years through increased volumes, rationalization of low margin operations, and various cost reduction efforts," S&P said. "The ratings on Consolidated Container Co. LLC and its wholly owned subsidiary, Consolidated Container Capital Inc., reflect the company's stable operating performance, adequate liquidity, positive free cash flow generation, and a financial profile consistent with the rating," said Standard & Poor's credit analyst Henry Fukuchi. "Standard & Poor's expects ongoing cost reductions, favorable raw material pass-through provisions, and commercialization of new products to continue to support favorable operating trends." "The ratings reflect the company's 'highly leveraged' financial risk and 'weak' business risk. The weak business risk profile reflects the commoditized nature of Consolidated Container's products, high customer concentration, and a highly fragmented and competitive industry structure. This is somewhat mitigated by its significant market share in a relatively stable beverage and consumer product packaging markets and favorable sales contracts with its customers," S&P said. "Consolidated Container produces rigid plastic containers for dairy products, water, juice, and other beverages; food, household, and agricultural chemicals; and motor oil. It generated revenues of about $739 million for the 12 months ended March 31, 2012. The company's product mix is somewhat concentrated; about 46% of revenue comes from dairy and water packaging, which are commodity-type products and have mature demand patterns. The company's household chemicals and industrial & specialty packaging products, which are comparatively higher-margin businesses, account for about 32% of sales," S&P said. "Consolidated Container's end markets are mostly stable, but its customer concentration is high. The company's largest customer, Dean Foods, constitutes about 20% of sales, and its top 10 customers account for 47% of sales. Still, significant market shares in some categories, strategically located facilities (including numerous onsite operations at customers' plants), and established and contractual relationships with key customers provide barriers to entry in this highly fragmented and competitive industry," S&P said. "The outlook is stable. We believe operating trends should improve gradually in the next few years, supporting a financial profile consistent with the ratings. The stable outlook also reflects our view that liquidity should continue to be adequate, with meaningful availability under the revolving credit facility and positive free cash flow generation. We expect FFO to total adjusted debt to remain 10% to 12% and maintain the current ratings. Although we do not anticipate an upgrade in the near future, we could raise the ratings if the company achieves and maintains an FFO to total adjusted debt ratio of 15% to 20%, with operating results remaining stable," S&P said. "However, we could lower the ratings if sales volumes decline significantly; for example, if increased competition and prolonged weakness in the company's end markets cause it to lose customers, resulting in earnings deterioration. These business challenges could result in decreased liquidity or a drop in the FFO to total adjusted debt ratio to the single-digit area," S&P said. "Based on our scenario forecasts, we could lower the ratings if operating margins weaken by two percentage points or more, or if volumes decline by more than 10% from our 2012 forecasts. In this scenario, we expect the company's leverage would deteriorate to more than 7x and FFO to total adjusted debt would decrease to less than 10%," S&P said. CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Positive ------------------------------------------------------------ Moody's Investors Service affirmed CPM Holdings, Inc.'s ratings and revised the rating outlook to positive from stable. Moody's also assigned a short-term liquidity rating of SGL-2, indicating good liquidity to support operations in the near term. According to Moody's analyst Ben Nelson, "CPM has strengthened its balance sheet by funding optional bond repurchases with free cash flow. Order backlog has increased and should lead to improved results over the next twelve to eighteen months". CPM repurchased and retired about $39 million of its $200 million senior secured notes issuance over the past three quarters ended March 31, 2012, and maintains over $50 million of unrestricted cash on its balance sheet. CPM has also restored its revenue and operating profits to pre-recession levels and its backlog has grown to over $260 million. "A rating upgrade could follow if the company stays on track in terms of performance and puts in place longer-term financing to address the upcoming maturities of its revolver in 2013 and senior secured notes in 2014," added Nelson. Actions: Issuer, CPM Holdings, Inc. Corporate Family Rating, affirmed B2 Probability of Default Rating, affirmed B2 Senior Secured Notes due 2014, affirmed B2 (LGD4 54%, revised from 55%) Speculative Grade Liquidity Rating, assigned SGL-2 Outlook, positive (revised from stable) Ratings Rationale CPM's B2 CFR is constrained by modest size, exposure to cyclical end markets, a business mix weighted towards new equipment sales, and financial risk posed by significant absolute debt relative to the cash flow generated by the relatively stable spare parts business. Moody's believes demand for new agricultural and food processing machinery can be significantly influenced by changes in global macroeconomic conditions. However, an order backlog with long lead times and a meaningful spare parts business provide reasonable near-term revenue visibility and time for the company to respond to a slackening in demand. Strong competitive positions and a flexible outsourced manufacturing model help maintain profit margins during periods of weakness. The rating incorporates tolerance for significant peak-to-trough declines in EBITDA during downturns of moderate intensity, but, in part due to low capital spending requirements, assumes the company will generate positive free cash flow on a rolling twelve-month basis and maintain a good liquidity position. Nevertheless, given the company's modest size and end market cyclicality, Moody's expects CPM to maintain relatively strong credit metrics and better liquidity compared to many peers at the same rating level. Including Moody's standard adjustments, financial leverage was slightly less than 2 times Debt/EBITDA, interest coverage was about 3 times EBIT/Interest, and free cash flow was in excess of 20% of debt for the twelve months ended March 31, 2012. These metrics are very strong for the rating category and representative of a period of cyclical strength. The positive rating outlook reflects expectations for solid operating performance over the next 12-18 months and continued good liquidity. Moody's could upgrade the rating if CPM continues to generate strong earnings and cash flow, maintains a strong order backlog, and addresses its upcoming debt maturities. A rating upgrade likely would require sufficient financial cushion so that CPM could withstand a moderate economic downturn without financial leverage exceeding 4 times Debt/EBITDA and interest coverage falling below 2 times (EBITDA-CapEx)/Interest. Conversely, Moody's could return the rating outlook to stable or downgrade the ratings if there is substantive deterioration in the company's order backlog or operating results, or if liquidity were to weaken. The principal methodology used in rating CPM was the Global Manufacturing Industry 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. CPM Holdings, Inc. is a leading provider of process machinery and technology for the oilseed, animal feed, breakfast cereal and snackfood, and biofuels processing industries. CPM has been owned by Gilbert Global Equity since 2003 and generated approximately $500 million of revenue for the twelve months ended March 31, 2012. CRYOPORT INC: S. Wasserman Named Principal Executive Officer ------------------------------------------------------------ The Board of Directors of CryoPort, Inc., appointed Mr. Stephen E. Wasserman as the Company's principal executive officer. Mr. Wasserman is also a member of the Board of Directors and Chairman of the Board. The appointment of Mr. Wasserman as principal executive officer is intended to temporarily fill the void created by Mr. Stambaugh's resignation as the Company's Chief Executive Officer on April 5, 2012. The Board of Directors has formed an Office of the Chief Executive comprised of independent directors who have jointly assumed day- to-day management responsibilities of the Company on an interim basis, while the board searches for a successor Chief Executive Officer. About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's fiscal 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. The Company reported a net loss of $6.16 million on $378,700 of net revenues for the nine months ended Dec. 31, 2011, compared with a net loss of $4.29 million on $375,400 of net revenues for the same period during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $4.22 million in total assets, $3.60 million in total liabilities, and $620,900 in total stockholders' equity. CRYOPORT INC: Amends 57.3 Common Shares Offering ------------------------------------------------ Cryoport, Inc., filed with the U.S. Securities and Exchange Commission amendment no.3 to Form S-1 relating to the offering by AQR Opportunistic Premium Offshore Fund, L.P, Andrew Curran, Chrysler LLC Master Retirement Trust, et al., of 55,705,100 shares of common stock, par value $0.001 per share, including 31,418,823 shares of common stock issuable upon exercise of the warrants held by those selling security holders. This prospectus also relates to the issuance of 1,666,667 shares of common stock upon exercise of certain publicly traded warrants, that were issued as part of a public offering of units (each unit consisting of one share of common stock and one warrant to purchase on share of common stock at an exercise price of $3.30 per share) and the resale of those shares of common stock. The Company's common stock and Traded Warrants are currently traded on the OTCQB, operated by the OTC Markets Group, Inc., under the symbols "CYRX" and "CYPTW." As of May 31, 2012, the closing sale price of the Company's common stock and Traded Warrants were $0.54 per share and $0.013 per Traded Warrant, respectively. A copy of the amended prospectus is available for free at: http://is.gd/F7FmBu About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's fiscal 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. The Company reported a net loss of $6.16 million on $378,700 of net revenues for the nine months ended Dec. 31, 2011, compared with a net loss of $4.29 million on $375,400 of net revenues for the same period during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $4.22 million in total assets, $3.60 million in total liabilities, and $620,900 in total stockholders' equity. CUBESMART LP: Moody's Raises Preferred Stock Rating to 'Ba1' ------------------------------------------------------------ Moody's Investors Service has affirmed CubeSmart's Baa3 issuer rating and assigned a prospective (P)Baa3 rating to the senior unsecured bonds currently being marketed by CubeSmart, L.P. Moody's has also upgraded CubeSmart's preferred stock rating to Ba1 from Ba2 in accordance with Moody's standard practices for REITs as with this debut bond issuance CubeSmart will now have outstanding senior bonds with the standard REIT covenants. CubeSmart's rating outlook remains stable. Ratings Rationale Moody's notes that CubeSmart's key credit metrics remain solid and the pending bond issuance will strengthen these metrics further as the REIT is effectively reducing secured debt. CubeSmart repaid $164 million of mortgage debt in 2Q12 by drawing on a $100 million term loan as well as its credit facility, and bond proceeds will be used to repay the line. Pro forma for these transactions, the REIT will have increased its unencumbered asset pool and addressed near-term refinancing needs as negligible debt maturities will remain in 2012 and only $32 million matures in 2013. CubeSmart will also have full availability on its $300 million unsecured revolver that matures in December 2015, providing capacity for continued growth. CubeSmart's ratings continue to reflect the REIT's modest leverage, solid fixed charge coverage, and commitment to a largely unsecured capital structure. Additional credit strengths include the REIT's progress in improving the growth profile and quality of its portfolio and its deep operating expertise in the highly fragmented self-storage business. CubeSmart's key credit challenges remain its smaller size, modest, albeit improving, operating margins and occupancy, and the highly competitive nature of the self-storage business. The REIT also has some modest geographic concentrations in Florida, California, and Texas. The stable outlook reflects Moody's expectation that CubeSmart will maintain, if not improve, its credit metrics as it continues to grow and take advantage of favorable fundamentals in the self- storage space. Upward ratings movement would likely reflect growth in size, with gross assets closer to $3.0 billion, while maintaining fixed charge coverage above 2.5x (including loan procurement amortization expense), and secured debt levels below 10% of gross assets. Continuous improvement in the overall quality of the portfolio and solid operational performance as measured by strong occupancy levels and margins would also be required for an upgrade. Negative rating pressure would likely reflect a material deterioration in operating performance, with fixed charge falling below 2.2x on a consistent basis. Secured debt approaching 25% of gross assets and unencumbered assets less than 55% of gross book assets would also result in downward ratings movement. The following prospective rating was assigned with a stable outlook: CubeSmart, L.P. -- senior unsecured bonds at (P)Baa3 The following ratings were affirmed with a stable outlook: CubeSmart, L.P. -- issuer rating at Baa3, senior unsecured debt shelf at (P)Baa3. The following ratings were upgraded with a stable outlook: CubeSmart -- preferred stock to Ba1 from Ba2; preferred stock shelf to (P)Ba1 from (P)Ba2. Moody's last rating action with respect to CubeSmart was on October 27, 2011, when Moody's affirmed the REIT's issuer rating and assigned a prospective rating to its preferred stock. CubeSmart (NYSE: CUBE) is a real estate investment trust headquartered in Wayne, Pennsylvania. CUBE is an owner, operator, acquirer, third party manager, and developer of self-storage facilities in the United States. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. CYCLONE POWER: Expects $350,000 Revenue in Q2 2012 -------------------------------------------------- Cyclone Power Technologies, Inc., issued a letter to shareholders regarding its financial statements and business operations for the period ended March 31, 2012. The Company also forecasted at least $350,000 in revenue in the second quarter of 2012. The Company said it aims never to have another reporting period without generating revenue. A copy of the letter is available at: http://is.gd/3XOlxy About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. The Company reported a net loss of $23.70 million in 2011, compared with a net loss of $2.02 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.09 million in total assets, $3.67 million in total liabilities, and a $2.58 million total stockholders' deficit. In its audit report for the year ended Dec. 31, 2011 results, Mallah Furman, in Fort Lauderdale, FL, noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. CYTOKINETICS INC: Gets Notice of Minimum Bid Price Non-Compliance ----------------------------------------------------------------- Cytokinetics, Incorporated disclosed that it has received a letter from the listing qualifications department staff of The NASDAQ Stock Market LLC, notifying Cytokinetics that for the last 30 consecutive business days the bid price of its common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements set forth in Listing Rule 5450(a)(1). The notice has no effect at this time on the listing of Cytokinetics' common stock, which will continue to trade under the symbol "CYTK". Pursuant to Listing Rule 5810(c)(3)(A), Cytokinetics has 180 calendar days, or until Dec. 17, 2012, to regain compliance with the minimum bid price requirement. If at any time before this date Cytokinetics' common stock has a closing bid price of $1.00 or more for a minimum of 10 consecutive business days, NASDAQ staff will notify Cytokinetics that it has regained compliance. Cytokinetics intends to actively monitor the bid price for its common stock between now and December 17, 2012, and will consider all available options to regain compliance. If Cytokinetics cannot demonstrate compliance with Rule 5450(a)(1) by December 17, 2012, NASDAQ will provide notice to Cytokinetics that its securities may be delisted. At that time, Cytokinetics may submit an application to transfer its securities to The NASDAQ Capital Market. Following submission of the application, Cytokinetics may be eligible for an additional 180-day period to regain compliance with the minimum bid price requirement if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, for The NASDAQ Capital Market. Alternatively, Cytokinetics may appeal NASDAQ's decision to a Listing Qualifications Panel. There can be no assurance, if Cytokinetics does appeal NASDAQ's decision, that such appeal would be successful. About Cytokinetics Cytokinetics -- http://www.cytokinetics.com/-- is a clinical- stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions. DAVIS-RODWELL TMC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Davis-Rodwell TMC LLC 940 NW Cary Parkway Cary, NC 27513 Bankruptcy Case No.: 12-04499 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: William P. Janvier, Esq. JANVIER LAW FIRM, PLLC 1101 Haynes Street, Suite 102 Raleigh, NC 27604 Tel: (919) 582-2323 Fax: (866) 809-2379 E-mail: bill@janvierlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb12-04499.pdf The petition was signed by Craig M. Davis, manager. DELTA AIR: Fitch Raises Issuer Default Rating to 'B+' ----------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Delta Air Lines, Inc. (DAL) to 'B+' from 'B-'. The Rating Outlook is Stable. The ratings apply to approximately $2.5 billion in outstanding debt. The upgrade follows two and half years of strong free cash flow (FCF) generation that has translated into significant debt reduction at DAL. Despite periodic spikes in jet fuel costs and significant pension funding requirements, DAL has been able to generate $2.8 billion of cash from operations over the last two years. With modest capital expenditures, DAL's FCF has also been strong approximating $1.5 billion, and enabling the carrier to fund heavy debt maturities and opportunistically prepay debt. By Fitch's calculations, DAL has reduced lease-adjusted debt by $5.4 billion since year-end 2009, with another $2 billion of debt reduction scheduled for this year. DAL should be able to achieve its $10 billion adjusted net debt target by 2013, given its solid FCF trajectory. According to Fitch's estimates, FCF could be as high as $2 billion in 2012 if the significant drop in jet fuel costs is sustained through the remainder of the year. The rating change also incorporates DAL's consistent operational improvements in recent years, as well as what Fitch considers to be a more rational operating environment for U.S. carriers. Risks considered in the 'B+' rating includes DAL's large pension deficit, sizable debt maturities over the next several years, the cyclicality of the airline industry, and the sector's exposure to exogenous shocks. DAL's rating also incorporates the carrier's leading competitive position in the U.S. and worldwide. Fitch considers DAL to be currently the strongest player in the much improved airline industry in the U.S. as it continues to march ahead of its peers on many fronts. DAL's unit revenue (PRASM) has increased double- digits and outperformed the industry average consistently for the last 14 months driven by significant capacity reduction, enhanced network and synergies from the Northwest merger, product improvements and significant share gains in premium corporate customers. Fitch expects PRASM gains to moderate in the latter half, as year-over-year comparisons become tougher, and potential headwinds from an uncertain macro environment emerge. That said, Fitch expects DAL and the industry to continue to manage capacity in light of either a demand or fuel shock, to support record load factors and current yield momentum. DAL recently announced an additional 5% reduction in its trans-Atlantic capacity, and a 1%- 2% reduction in its trans-Pacific capacity post Labor Day 2012, which is expected to reduce total capacity by 3%-4% in 2012, higher than its previous guidance of a decline of 2%-3%. Fitch views DAL's purchase of the Trainer facility as an innovative approach to the long-term management of the airline's jet fuel costs, nothwithstanding the operational risks of running a refinery. The economics of this modest $250 million investment are attractive if forecasted savings of $300 million are reached. Jet fuel reflected 36% of DAL's 2011 operating expenses, and the carrier estimates that the crack spread alone represented 10% of unit costs last year versus 3% two years ago, highlighting the urgency of alternative approaches to jet fuel cost management. The increased production of jet fuel at this facility along with the exchange agreements with BP and Phillips 66 is expected to provide 80% of DAL's domestic jet fuel needs. Potential risks include ongoing capex requirements, changes in the regulatory environment, and operational issues linked to potential refinery outages in a single-asset business. Despite these risks, Fitch believes that overall fuel costs that DAL currently faces will likely be reduced over time, and importantly this initiative gives the carrier more control over its supply chain for its largest expense item. DAL still needs to hedge against crude oil, but the Trainer initiative could give DAL at least a 10 cent per gallon advantage over its competitors, as it cuts out the middleman and his profits, in Fitch's view. The tentative agreement with DAL's pilot union, if ratified, offers DAL a unique opportunity to address its fleet restructuring. The new agreement offers higher pay rates for pilots in exchange for productivity improvements, more flexible work rules, and lower profit-sharing. Most importantly, the tentative agreement outlines scope relief that enables DAL to increase the number of 76 seat-regional jets (RJs) that the airline may operate in its mainline fleet. This scope expansion also enables DAL to induct the 717s (tentative agreement to sublease from Southwest) into the mainline fleet, and overall 'upgauge' and replace its inefficient 50-seat RJs and significantly reduce maintenance costs. The 717s, along with recently acquired MD-90s and the new 737-900ERs slated for delivery in 2013 should lower the average age of DAL's narrowbody fleet, but would still remain high relative to peers. Overall, DAL takes somewhat of an unconventional approach with regards to its fleet replacement strategy. Management, with its focus on ROIC, is somewhat of a bargain shopper when it comes to aircraft and prefers to buy used aircraft rather than new deliveries for all its replacement needs. Instead, it spends heavily on aircraft modifications and premium product offerings for both the on-board (Wi-Fi, flat-beds, Economy Comfort, etc.) and pre-board experience (iPad stations at gates, revamped delta.com, mobile apps etc.) to enhance the passenger experience at DAL. As a result, capital expenditures have been relatively modest, averaging $1.3 billion over the last couple of years, reflecting primarily fleet modifications and technology investments. Fitch expects capex to trend higher over the next two years as DAL starts taking delivery of the 737-900ERs but expects FCF to remain at the $1.5 billion level as higher capital expenditure is mitigated by higher profitability. Pensions remain a challenge for DAL, and pose a long-term competitive disadvantage relative its peers that have terminated all their defined-benefit (DB) plans in bankruptcy. For DAL, only the pilot plan on the DAL side was terminated, while the rest were frozen. The extended amortization period of 17 years (from the 2006 pension relief granted to airlines) using a 8.85% discount rate gives DAL more time to address its unfunded gaps. However, as of year-end 2011, DAL's DB frozen plans remained massively underfunded with a funded status of only 40%, a level that will be difficult to sustain for an extended period, given assumed volatility in plan asset returns, in Fitch's view. That said, near-term concerns are mitigated by DAL's strong cash generation which has allowed management to fully fund the 2012 cash contribution of $678 million by April. Fitch's forecast assumes cash contributions of $700 million-$800 million annually over the next couple of years which can be comfortably met given the carrier's solid cash flow trajectory. Furthermore, once $10 billion adjusted net debt goal is achieved, management may look to make additional contributions to its DB plans. While significant risks still remain in the airline sector, Fitch strongly believes that the U.S. industry has significantly de- risked the operating model and DAL has been at the forefront of this fundamental change. Overall, DAL is in a much better position to withstand a weak operating environment or higher fuel costs, and the company's credit profile has improved beyond what was implied in the prior rating. Management remains committed to the deleveraging process and is the only airline management team that has publicly stated its aspirations to return to an investment-grade profile, and more importantly, delivering on that front. By year-end 2012, Fitch expects lease-adjusted leverage is to trend below 4.0x reflecting continued debt reduction and earnings improvement at DAL. In addition to FCF, total liquidity remains healthy at $5.7 billion as of March 31, 2012 including $3.9 billion of unrestricted cash and short-term investments and $1.825 billion in available revolver capacity. Notably, DAL is the only non- investment grade airline that has access to sizeable credit facilities. DAL's scheduled maturities are manageable in light of its cash flow and overall liquidity. DAL has already redeemed $150 million of its first-lien senior secured notes that come due in 2014 and $171 million of the second-lien notes due in 2015, reflecting management's dedication to not just reducing debt but also improving the capital structure. DAL's credit facilities impose several covenants, the most restrictive of which include: (i) minimum unrestricted cash and short-term investments of $1 billion, and minimum liquidity (including undrawn RCs) of $2 billion and (ii) fixed-charge coverage of 1.2x on a latest 12 months (LTM) basis. DAL has sufficient headroom above its covenant threshold, according to Fitch. DAL also remains in compliance with collateral coverage tests. Fitch's ratings on DAL's first-lien secured debt is 'BB+' which is three notches higher than the IDR with a recovery rating of 'RR1' reflecting Fitch's expectations for very high recovery (91%-100%) in the event of a potential default. DAL's second-lien notes are rated 'BB-', one notch higher than the IDR, with a recovery rating of 'RR3' suggesting recovery in the 51%-70% range. The Rating Outlook is Stable, but Fitch expects DAL's credit story to continue improving. Accordingly, the ratings could be revised up one notch if DAL is able to sustain its PRASM premium and deleveraging efforts in spite of potential economic headwinds over the next year. Some of DAL's operating and credit metrics are currently suggestive of a 'BB' profile, but the improvement in its credit profile is fairly recent. Sustaining current operating and credit metrics, especially FCF at $1.5 billion in light of higher capex will be a key consideration for further positive ratings action. On the other hand, a fuel or demand shock (triggered by the European sovereign debt crisis or another event) that is not matched by capacity reduction could lead to an outlook revision to Negative. Fitch has taken the following ratings actions: -- Issuer Default Rating (IDR) upgraded to 'B+' from 'B-'; -- $1.225 billion senior secured revolving credit facility due 2016 upgraded to 'BB+/RR1' from 'BB-/RR1'; -- $1.368 billion senior secured term loan due 2017 upgraded to 'BB+/RR1' from 'BB-/RR1'; -- $500 million revolving credit facility (Pacific routes) due 2013 upgraded to 'BB+/RR1' from 'BB-/RR1'; -- $248 million of senior secured term loan (Pacific routes) due 2016 assigned 'BB+/RR1'; -- $600 million senior secured first lien notes due 2014 upgraded to 'BB+/RR1' from 'BB-/RR1'; -- $306 million senior second lien notes due 2015 upgraded to 'BB-/RR3' from 'B-/RR4'. DELTA PETROLEUM: Taps Navigant Consulting as Valuation Advisor -------------------------------------------------------------- BankruptcyData.com reports that Delta Petroleum filed with the U.S. Bankruptcy Court a motion to retain Navigant Consulting (PI) (Contact: K. Scott Van Meter) as valuation advisor at these hourly rates: managing director at $525 to $575, director at $475 to $550, associate director at $390 to $475, managing consultant at $305 to $390 and consultant/senior consultant at $240 to $305. Navigant Consulting (PI) LLC is a subsidiary of Navigant Consulting, Inc. and is licensed by the Texas Private Security Board. About Delta Petroleum Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil and gas company engaged primarily in the exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil. Natural gas comprises over 90% of Delta's production services. The core area of its operations is the Rocky Mountain Region of the United States, where the majority of the proved reserves, production and long-term growth prospects are located. Delta and seven of its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013, inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31, 2012 scheduled maturity of its $38.5 million secured credit facility with Macquarie Bank Limited and after several months of unsuccessful attempts to sell the business. Delta disclosed $375,498,248 in assets and $310,679,157 in liabilities, which also include $152,187,500 in outstanding obligations on account of the 7% senior unsecured notes issued in March 2005 with US Bank National Association indenture trustee; and $115,527,083 in outstanding obligations on account of 3-3/4% Senior Convertible Notes due 2037 issued in April 2007. In its amended schedules, the Delta Petroleum disclosed $373,836,358 in assets and $312,864,788 in liabilities. W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York, N.Y., represent the Debtors as counsel. Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as co-counsel. Conway Mackenzie is the Debtors' restructuring advisor. Evercore Group L.L.C. is the financial advisor and investment banker. The Debtors selected Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The petition was signed by Carl E. Lakey, chief executive officer and president. The U.S. Trustee told the bankruptcy judge that there was insufficient interest from creditors to form an official committee of unsecured creditors. Laramie Energy II LLC has been approved by the Court to serve as the sponsor for Delta's reorganization plan. DELTRON INC: Suspending Filing of Reports with SEC -------------------------------------------------- Deltron, Inc., filed with the U.S. Securities and Exchange Commission a Form 15 notifying of its voluntary suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock, par value $0.001 per share. There were 180 holders of common shares as of June 13, 2012. 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: Hiring Proskauer Rose as Employment Counsel ------------------------------------------------------------ Dewey & LeBoeuf LLP seeks Bankruptcy Court permission to Proskauer Rose LLP as special employment and litigation counsel under a general retainer. Last month, Dewey's restructuring practice team led by Martin J. Bienenstock moved to Proskauer. Joining Mr. Bienenstock where colleagues Philip M. Abelson, Irena M. Goldstein, Timothy Q. Karcher, Michael P. Kessler and Judy G.Z. Liu. Proskauer has been employment counsel to Dewey & LeBoeuf since its formation in 2007. Prior to the merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene and MacRae LLP, Proskauer was employment counsel to both firms. Proskauer partner Lawrence Sandak, Esq., has represented LeBoeuf and Dewey & LeBoeuf continuously since at least 1998. Mr. Sandak joined Proskauer in 2000. Proskauer partner Kathleen McKenna, Esq., has represented Dewey and Dewey & LeBoeuf since at least 2002. Dewey & LeBoeuf said the wind-down of its operations raised various issues regarding employment matters including, inter alia, (a) an information request from the New York State Department of Labor regarding WARN compliance, (b) a complaint brought by the Pension Benefit Guaranty Corporation to terminate certain Dewey & LeBoeuf pension plans, requesting Dewey & LeBoeuf determine benefits payable to participants in the Pension Plans, and alleging underfunding of the Pension Plans by an estimated $80,000,000, and (c) pre- and post-petition litigation regarding alleged violations of WARN statutes. Proskauer's normal billing rates in its domestic offices are: $550 to $1,050 per hour for partners; $450 to $950 per hour for senior counsel; $205 to $750 per hour for associates; and $100 to $315 per hour for paraprofessionals. Mr. Sandak attests that Proskauer (i) does not have any connection with any of the Debtor, its affiliates, its creditors or any other parties in interest, or their respective attorneys or accountants, and (ii) does not hold or represent any interest adverse to the Debtor or its estate with respect to the matters as to which Proskauer is to be employed. During the one year period prior to the Petition Date, Proskauer received payments from the Debtor totaling $584,701 of all which has been debited against outstanding fees and expenses incurred by Proskauer prior to the Petition Date. Though Proskauer is still reconciling time and expense charges, after application of these payments, Proskauer estimates that it has a prepetition claim against the Debtor of $36,300. 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. DEWEY & LEBOEUF: Taps Keightley as Pension Benefits Counsel ----------------------------------------------------------- Dewey & LeBoeuf LLP is seeking to employ Keightley & Ashner LLP as its special pension benefits counsel to provide advice and guidance to the Debtor relating to employee benefits issues, including advice and guidance that will allow the Debtor to evaluate the claims filed by the Pension Benefit Guaranty Corp. and to develop a strategy to resolve those claims. Keightley & Ashner will support Togut, Segal & Segal LLP, the Debtor's general bankruptcy counsel, and Proskauer Rose LLP, the Debtor's special employment and litigation counsel, in evaluating the PBGC's claims and in developing strategies to resolve the PBGC's claims. Keightley & Ashner's hourly rates are: $775 to $825 for attorneys, $600 to $650 for other professionals, and $225 for paralegals or law clerks. Harold J. Ashner, Esq., attests that Keightley & Ashner does not hold or represent any interest adverse to the Debtor or its estate, and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) and as required by section 327(a). 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. DEWEY & LEBOEUF: Asks to Pay Bankruptcy Lawyers Up to $935 an Hour ------------------------------------------------------------------ American Bankruptcy Institute reports that Dewey & LeBoeuf LLP asked a judge to approve payments at customary rates of as much as $935 an hour for partners of its lead law firm, Togut Segal & Segal LLP. 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. DYNEGY HOLDINGS: Asks Court to Approve Plan Outline --------------------------------------------------- Dynegy Holdings LLC asked Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York to approve an outline of its Chapter 11 plan of reorganization. The outline or the so-called disclosure statement describes Dynegy Holdings' proposed restructuring plan, which calls for the merging between the company and Dynegy Inc., with the parent being the surviving entity. Under the proposed plan, $200 million cash and 99% of the merged companies' stock will be given to holders of $4.2 billion general unsecured claims against Dynegy Holdings. The Plan also provides for the distribution of 1% of the merged companies' stock to holders of administrative claims. In asking for bankruptcy court approval, Dynegy Holdings said the disclosure statement contains "adequate information" under Section 1125(a) of the Bankruptcy Code. U.S. bankruptcy law requires the disclosure statement to provide sufficient information that would allow creditors to make an informed judgment about a company's Chapter 11 plan. Judge Morris' approval of Dynegy Holdings' disclosure statement will permit the company to begin soliciting votes on its restructuring plan from creditors. Full-text copies of the disclosure and the plan are available without charge at: http://bankrupt.com/misc/Dynegy_Modified3rdAmendedPlan.pdf http://bankrupt.com/misc/Dynegy_DSModified3rdAmendedPlan.pdf Solicitation Process The restructuring plan contemplates the merger of Dynegy Holdings with Dynegy Inc., with the parent as the surviving entity. As such, the plan provides for the treatment and discharge, cancellation or extinguishment of claims against and equity interests in the surviving entity. In connection to this, Dynegy Holdings proposed that the solicitation packages also include a notice to potential holders of claims against and equity interests in Dynegy Inc. The company will also distribute provisional Class 3 ballots to those Dynegy Inc. stakeholders who timely filed a proof of claim and whose claims have been scheduled or should be classified as a general unsecured claim in Class 3. Dynegy Holdings also proposed to implement a process for tabulating provisional Class 3 ballots to allow any Dynegy Inc. stakeholder that believes it has a general unsecured claim in Class 3 to provisionally vote to accept or reject the plan. Under the process, each recipient of the notice will be authorized to request from the solicitation agent a provisional Class 3 ballot, on which the Dynegy Inc. stakeholder may provisionally vote a claim amount which it will self-report on the ballot. If the stakeholder believes it holds multiple claims against Dynegy Inc., it will be asked to aggregate those claims so that it will vote the total amount of its self-reported claims on a single ballot. Any amount listed on a ballot will be used solely for provisional voting purposes, and will not represent an allowed, or otherwise filed, claim against Dynegy Holdings, its parent or any affiliated debtors. All provisional ballots must be received by the solicitation agent on or before the voting deadline, according to court papers. In connection with the merger, Dynegy Inc. may put itself into Chapter 11 protection to carry out a settlement with creditors holding more than $2.7 billion of claims against Dynegy Holdings. In anticipation of Dynegy Inc.'s bankruptcy filing, Dynegy Holdings sought a court ruling that the solicitation process also applies in Dynegy Inc.'s bankruptcy case. Dynegy Holdings also asked for the bankruptcy court's permission to modify the solicitation materials, and revise its plan such that it constitutes a plan for both the company and Dynegy Inc. A court hearing to consider approval of the Disclosure Statement and the proposed solicitation procedures is scheduled for July 2. Objections are due by June 25. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000). DYNEGY HOLDINGS: Seeks Approval of Merger With Parent ----------------------------------------------------- Dynegy Holdings LLC asked the U.S. Bankruptcy Court for the Southern District of New York to authorize the merging of the company with its parent Dynegy Inc. The move is part of Dynegy Holdings' proposed Chapter 11 plan of reorganization filed earlier this month, which calls for the merging of the two companies. Under the restructuring plan, $200 million cash and 99% of the merged companies' stock will be given to holders of $4.2 billion general unsecured claims against Dynegy Holdings. The claims include $3.487 billion on six issues of senior notes, $110 million on Resources Capital Management Corp.'s claim, $540 million on lease guaranty claims and $55 million on claims by holders of subordinated debt. Aside from the proposed merger, Dynegy Holdings is also seeking court approval to assign to a trust the administrative claim granted to Dynegy Inc. The proposed assignment is part of a settlement Dynegy Inc. hammered out with creditors holding more than $2.7 billion of claims against Dynegy Holdings. The settlement, which was approved by the bankruptcy court on June 1, calls for the settlement of lawsuits between the companies related to the transactions investigated by a court-appointed examiner including the parent's acquisition of coal-powered plant assets. The deal also settles a lawsuit U.S. Bank N.A. brought against Dynegy Holdings and two other subsidiaries of Dynegy Inc. A court hearing to consider approval of Dynegy Holdings' requests is scheduled for July 9. Objections are due by June 27. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000). DYNEGY HOLDINGS: U.S. Trustee Seeks Fee Reductions -------------------------------------------------- The U.S. Trustee, a Justice Department agency that oversees bankruptcy cases, asked for the reduction of fees and expenses sought by professionals retained in the Chapter 11 cases of Dynegy Holdings LLC and its affiliated debtors. Earlier, the professionals have filed applications seeking allowance and payment of 100% of their fees and 100%% of the expenses they incurred in connection with their retention. In court papers, the U.S. Trustee proposed that the bankruptcy court reduce any compensation awarded to the professionals by a percentage to be determined by the bankruptcy court pending the final resolution of the bankruptcy cases. Separately, Blackstone Advisory Partners L.P. filed a supplemental fee application to provide additional information regarding the services it provided to the Official Committee of Unsecured Creditors during the period November 18, 2011 and February 29, 2012. The firm also disclosed that since the filing of its initial application, it received payment of $418,403 or 80% of its monthly fees and 100% of its out-of-pocket expenses for February 2012, bringing the total amount due Blackstone to $103,000. A full-text copy of the supplemental application is available without charge at http://bankrupt.com/misc/Dynegy_SuppFeeApp.pdf About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors has tapped Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000). DYNEGY INC: Stock Has Neutral Rating From UBS AG ------------------------------------------------ Dynegy Inc.'s stock had its "neutral" rating reiterated by equities research analysts at UBS AG in a research note issued to investors on Monday, according to a June 19 report by Daily Political. Other equities research analysts have also recently issued reports about the stock including analysts at Zacks who reiterated a "neutral" rating on shares of the company in a research note to investors on May 14. They now have a $0.50 price target on the stock, the report said. Dynegy traded down 0.90% on Monday, hitting $0.5827. The company has a 52-week low of $0.30 and a 52-week high of $6.92. Its market cap is $71.6 million, Daily Political reported. E/DOC SYSTEMS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: E/Doc Systems, Inc. 7891 Stage Hills Boulevard, Suite 108 Memphis, TN 38133 Bankruptcy Case No.: 12-26347 Chapter 11 Petition Date: June 17, 2012 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Russell W. Savory, Esq. GOTTEN, WILSON, SAVORY & BEARD, PLLC 88 Union Avenue, 14th Floor Memphis, TN 38103 Tel: (901) 523-1110 E-mail: russell.savory@gwsblaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Thomas P. Pease, president. ELITE PHARMACEUTICALS: Borrows $500,000 from Chairman and CEO ------------------------------------------------------------- Elite Pharmaceuticals, Inc., has entered into a bridge loan agreement with Jerry Treppel, Elite's Chairman & CEO. Pursuant to this agreement, Mr. Treppel has agreed to provide to Elite a line of credit not to exceed $500,000. Proceeds will be used to support Elite's acceleration of product development activities. Pursuant to the agreement, Elite has access to a line of credit in the maximum principal amount not to exceed $500,000. The Loan carries an annual interest rate of 10%, with that interest to be paid quarterly. The Loan will mature on the earlier of the date that Elite raises at least $2,00,000 in gross proceeds from the sale of any of its equity securities or July 31, 2013. Elite may prepay any amounts of the Loan without penalty. Elite may borrow, repay, and reborrow under the Loan. Mr. Treppel stated that "the intent of this loan is to enable the company to accelerate the development and commercialization of its own products, particularly in light of the recent issuance of a patent regarding our abuse-resistant technology. We have already begun hiring new personnel and bringing new equipment on-line to pursue these goals." About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. The Company reported a net loss of $8.05 million for the nine months ended Dec. 31, 2011, compared with net income attributable to common shareholders of $3.02 million for the same period a year ago. The Company previously reported a net loss of $13.6 million for fiscal year ended March 31, 2011, following a net loss of $8.1 million in fiscal year 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.34 million in total assets, $24.65 million in total liabilities and a $14.31 million total stockholders' deficit. Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed substantial doubt about Elite Pharmaceuticals' ability to continue as a going concern. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. ELITE PHARMACEUTICALS: USPTO Issues U.S. Patent No. 8,182,836 ------------------------------------------------------------- Elite Pharmaceuticals, Inc., announced the issuance of U.S. Patent No. 8,182,836 entitled "Abuse-Resistant Oral Dosage Forms and Method of Use Thereof" by the United States Patent and Trademark Office (USPTO). The issuance of this patent will further protect Elite's proprietary formulation for abuse resistant products utilizing the pharmacological approach. The Company has additional patents pending for its technology. "The issuance of this patent is an important milestone for the company. It validates our pharmacological approach to the development of abuse-resistant drug products and provides additional value for these products," said Jerry Treppel, Elite?s Chairman and CEO. About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. The Company reported a net loss of $8.05 million for the nine months ended Dec. 31, 2011, compared with net income attributable to common shareholders of $3.02 million for the same period a year ago. The Company previously reported a net loss of $13.6 million for fiscal year ended March 31, 2011, following a net loss of $8.1 million in fiscal year 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.34 million in total assets, $24.65 million in total liabilities and a $14.31 million total stockholders' deficit. Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed substantial doubt about Elite Pharmaceuticals' ability to continue as a going concern. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. ELSTER GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating on Germany-based Elster Group SE on CreditWatch with negative implications. At the same time, Standard & Poor's placed its 'BB-' issue rating on CreditWatch with negative implications. "The CreditWatch listings indicate the potential for a downgrade should future developments lead to an increase in the company's financial risk," said Standard & Poor's credit analyst Carol Hom. The CreditWatch listing follows Elster's announcement that it is in discussions with Melrose PLC for the private-equity firm to purchase all outstanding shares of Elster. "Although no definitive agreement is in place, the discussions create uncertainty regarding the company's future ownership structure and financial policy, in our view," Ms. Hom said. "We believe full private-equity ownership could weaken Elster's financial risk profile." "Elster is one of the world's largest providers of gas, electricity, and water meters, and related communications, networking, and software solutions. The company's products and services are used to measure gas, electricity, and water consumption, and also enable energy efficiency and conservation. Elster sells its products and services to utilities, distributors, and industrial customers for use in residential, commercial, and industrial settings. Elster holds leading (No. 1 or 2) positions across all segments in which it operates and has the potential to gain market share from smaller competitors in the market by taking advantage of the move towards automated meter reading," S&P said. "Elster's current majority owner is Rembrandt Holdings, which is owned by funds advised by private-equity firm CVC Capital Partners LLC. Rembrandt Holdings has indicated that it entered into a tender agreement for its entire stake in Elster that would take effect if an offer is announced, subject to certain conditions," S&P said. Standard & Poor's will track the ongoing discussions and expects to update the CreditWatch upon further developments. ENERGY CONVERSION: Scouler & Co. OK'd as Panel's Financial Advisor ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Conversion Devices, Inc., et al., to retain Scouler & Company, LLC, nunc pro tunc to March 10, 2012, as financial advisor. To the best of the Committee's knowledge, Scouler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders 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. The Debtors disclosed that they had canceled the auction of the going concern sale of USO and discontinued the court-approved sale process because of the failure to receive an acceptable qualified bid by the bid deadline. Quarton Partners, the companies' investment banker, is continuing to work with prospective buyers on alternative transactions. In addition, the companies have retained auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. ENERGY CONVERSION: USO Wants Ontility LLC to Pay Solar Laminates ---------------------------------------------------------------- United Solar Ovonic, LLC, a debtor-affiliate of Energy Conversion Devices, Inc., et l., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a complaint for breach of contract, account stated, and unjust enrichment against Ontility LLC, a Texas corporation. USO requests that the Court enter judgment in its favor and against Ontility in the amount of $958,817 for the purchase of 4,268 solar laminates from USO and to pay shipping charges, plus contractual interest and pre- and post-judgment interest, and grant USO additional equitable and legal relief as the Court finds just and proper. USO relates that the adversary proceeding relates to the ECD Bankruptcy Case. USO has made several demands that Ontility pay the $958,817 it owes to USO. To date, Ontility has not paid any amount to USO for the goods or the shipment of the goods. USO asserts that Ontility has breached its agreement with USO by failing to remit payment for the Goods and the shipment of the goods. 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. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders 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. The Debtors disclosed that they had canceled the auction of the going concern sale of USO and discontinued the court-approved sale process because of the failure to receive an acceptable qualified bid by the bid deadline. Quarton Partners, the companies' investment banker, is continuing to work with prospective buyers on alternative transactions. In addition, the companies have retained auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. ENERGY TRANSFER: Moody's Says Southern Union Drop Down Positive --------------------------------------------------------------- Moody's Investors Service is of the view that the announcement by Energy Transfer Equity, L.P. (ETE, Ba1 review down) that it will contribute its interest in Southern Union Company (SUG, Baa3 negative) to a newly formed entity (ETP Holdco Corporation) controlled by Energy Transfer Partners, L.P. (ETP, Baa3 negative), which will also hold Sunoco, Inc. (SUN, Ba1 developing) following the closing of its acquisition by ETP, will not currently impact the ratings of the involved entities. However, certain aspects of this structural reconfiguration are modestly accretive to the credit of ETP and SUG. Concurrent with ETP's closing of its acquisition of SUN, expected later this year, ETE will drop SUG into ETP Holdco (Holdco), in which ETE will hold a 60% interest. ETP will hold the remaining 40% interest and will control Holdco through Board seats and voting rights. Prior to the contribution of SUN to Holdco, SUN will contribute its interests in Sunoco Logistics Partners L.P. (SXL; issuing entity Sunoco Logistics Partners Operations L.P., Baa2 review down), in which it holds a 32.4% limited partnership interest, the 2% general partnership interest and 100% of its IDRs, to ETP in exchange for intercompany consideration. The principal benefit Moody's sees in this structural change is that it effectively drops down SUG and the control of its assets to ETP while avoiding the capital raising risk and uncertainty involved in the financing of future asset drop-downs. Moreover, it resolves issues around the timing of, the mechanics and the entities into which SUG assets are dropped. By assuming direct operating control of SUG's pipeline and midstream assets, and acquiring SXL's GP interest, ETP will further increase the size, diversity and scale of its own asset base, more than doubling its total pipeline miles and adding to its natural gas processing and treating capacity. ETP's consolidation of SUG and SUN assets should also provide opportunities for operating synergies and asset optimization, presumably leading to increased cash flow and debt servicing capabilities. While ETE and ETP continue to exhibit elevated debt leverage relative to their respective ratings, Moody's does not view this latest transaction as a further leveraging event, and the rating agency expects that ETP will issue additional equity in 2012 to fund its $1.9 billion of growth capital spending. Energy Transfer Partners, L.P. is a publicly traded midstream energy master limited partnership headquartered in Dallas, Texas. ETE will continue to rely on cash distributions from ETP, and its new 60% stake in Holdco, for its stand-alone debt service requirements, which helps offset the loss of direct ownership and control of 100% of SUG and its cash flows. However, without the ability to monetize SUG assets, ETE is unlikely to reduce its absolute debt levels in the near term. Conversely, with no apparent near term pressure now to monetize SUG assets, Moody's sees SUG's present asset base remaining largely intact, reducing uncertainty around the composition of its asset-liability mix. The developing outlook at SUN remains in place reflecting the lack of clarity regarding ETP's plans for SUN's outstanding debt. Moody's would also note that SUN's credit profile can be viewed as marginally weaker when its direct control of cash flows derived from Baa2 rated SXL is replaced by an intercompany instrument from Baa3 rated ETP. Moody's does not see any further impact on SXL and its review for downgrade beyond Moody's original view that under the management of ETP, who has its own substantial cash requirements, SXL's debt leverage will increase as its organic growth projects are likely to be financed with a higher debt component, and its historically conservative cash distribution policy could become more aggressive. ENERGY TRANSFER: S&P Affirms 'BB' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BBB-' corporate credit ratings on Energy Transfer Partners L.P. (ETP) and Southern Union Co. and maintained their stable outlooks. "We are affirming our 'BB' corporate credit rating on Energy Transfer Equity L.P. (ETE) and maintaining the stable outlook. We revised the CreditWatch implications on the 'BB+' corporate credit rating on Sunoco to negative from positive. We maintained the negative CreditWatch implications on Sunoco Logistics Partners L.P.'s 'BBB' corporate credit rating. As of March 31 2012, ETP had nearly $9 billion of balance-sheet debt," S&P said. "We have reviewed the transaction and believe the formation of a new company called ETP HoldCo Corp. (ETP HoldCo), which will hold Sunoco and Southern Union, is broadly neutral to positive for ETP's credit risk profile. ETP HoldCo will sit underneath and be controlled by ETP through a majority of board seats and voting rights embedded in its 40% common share interest," S&P said. "The transaction will cause ETP's EBITDA base to grow materially to about $4 billion, with its overall cash flow diversity notably improving," said Standard & Poor's credit analyst William Ferara. "The transaction does, however, further entrench ETP's aggressive growth strategy and that of the ETE family of companies as a whole. The Sunoco acquisition will extend ETP's scale and enhance its competitive position across the natural gas, oil, and natural gas liquids value chain. The addition of Southern Union would bring additional diversity and scale to ETP, although Southern Union will still ultimately exist under ETE, so there is no notable change in our view of ETE on a consolidated basis. ETE will maintain its general partnership role over the entire ETE family of companies so we expect it to ultimately control all of its subsidiaries. We link the ratings on ETE and ETP because several members of the management teams and boards of directors overlap. In addition, ETE can, through its general partner interest, significantly influence the business activities and financial policies, including setting distribution levels," S&P said. "We expect ETP's credit measures to slightly improve, with debt/EBITDA at roughly 4x to 4.5x in 2013, which we deem as appropriate for the rating. However, we still expect it to be elevated in 2012 at about 4.75x. ETP's greater size and cash flow diversity, however, makes it more resilient to commodity price risk or pressure from any one of its business lines. ETP's ability to maintain debt leverage at this level depends on industry conditions and management's ability to integrate the assets and realize synergies. In our view, however, the ETE family of companies continues to pursue a highly aggressive growth strategy, which often results in weak credit measures, particularly when we view them on a trailing 12-month basis. At the same time, we recognize that the company has been willing to issue equity and fund transactions in such a way as to preserve the current ratings," S&P said. ESCO-VINA LLC: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: ESCO-Vina, LLC dba Austin Marine fdba VIna Texas Metal Trading, LLC 3720 Gattis School Road, Suite 800-202 Round Rock, TX 78664 Bankruptcy Case No.: 12-11356 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Tel: (504) 299-3300 Fax: (504) 299 3399 E-mail: ddraper@hellerdraper.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb12-11356.pdf The petition was signed by Kevin Nguyen, manager. FENTURA FINANCIAL: FRB OKs Ronald Justice as President and CEO -------------------------------------------------------------- The Federal Reserve Bank of Chicago approved the appointment of Ronald L. Justice as President and Chief Executive Officer of Fentura Financial, Inc. Mr. Justice has been with the Company in a variety of executive positions since 1985. In addition, on June 12, 2012, the Federal Reserve Bank of Chicago approved the appointment of James W. Distelrath as Chief Financial Officer. For the past 2 years prior to joining the Company, Mr. Distelrath was the asset/liability manager for Citizens Bank. Prior to his time with Citizens Bank, Mr. Distelrath served as the CFO for Clarkston Financial Corporation for four years. Mr. Distelrath has also been elected as a director of FHLLC. About Fentura Financial Based in Fenton, Michigan, Fentura Financial, Inc., is a registered bank holding company, owns and controls The State Bank, Fenton, Michigan, and West Michigan Community Bank, Hudsonville, Michigan, both state nonmember banks, and two nonbank subsidiaries. Fentura Financial shares are traded over the counter under the FETM trading symbol. Fentura Financial, Inc., entered into a Written Agreement with the Federal Reserve Bank of Chicago on Nov. 4, 2010. Among other things, the Written Agreement requires that the Company obtain the approval of the FRB prior to paying a dividend; requires that the Company obtain the approval of the FRB prior to making any distribution of interest, principal, or other sums on subordinated debentures or trust preferred securities; prohibits the Company from purchasing or redeeming any shares of its stock without the prior written approval of the FRB; requires the submission of a written capital plan by Jan. 3, 2011, and; requires the Company to submit cash flow projections for the Company to the FRB on a quarterly basis. The Company reported a net loss of $1.51 million in 2011, compared with a net loss of $5.38 million in 2010. The Company's balance sheet at March 31, 2012, showed $306.46 million in total assets, $292.29 million in total liabilities and $14.17 million in total stockholders' equity. FENWAL INC: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Lake Zurich, Ill.-based Fenwal Inc. to 'B+' from 'B'. The outlook is stable. "We also raised our rating on Fenwal's first-lien secured $400 million bank credit facility to 'B+' from 'B'. The facility consists of a $50 million revolving credit facility due in 2013, a $50 million delayed-draw term loan due in 2014, and a $300 million term loan also due in 2014. The recovery rating of '3' remains unchanged and indicates our expectation of meaningful (50% to 70%) recovery in the event of payment default," S&P said. "We raised our issue rating on the company's $75 million second- lien term loan due 2014 to 'B' from 'B-'. The recovery rating of '5' remains unchanged and indicates our expectation of modest (10% to 30%) recovery in the event of payment default," S&P said. "These actions reflect financial performance that has exceeded our projections, and our expectation that Fenwal will not meaningfully increase debt," said Standard & Poor's credit analyst Cheryl Richer. "The ratings on Fenwal reflect its 'weak' business risk profile, evidenced by a modest revenue base, narrow business focus, competitive pressures, and low profitability relative to peers. We are revising our assessment of Fenwal's financial risk profile to 'aggressive' from 'highly leveraged,' in recognition of the company's improving financial metrics; debt to EBITDA and funds from operations (FFO) to debt were 4.6x and 15% for the 12 months ended March 31, 2012, compared with 5.5x and 11% in the prior-year period. We anticipate that the company will refinance its credit facility within the coming year, given the 2013 revolver maturity, but that it will not meaningfully increase debt," S&P said. "We expect Fenwal's current operating trends to continue, and expect low- to mid-single-digit revenue growth in 2012 and the next few years, in line with the health care industry, assisted by modest share gains as next-generation automated technologies are rolled out. Offsetting declines in manual blood collection, growth in automated collection product sales drove 7% constant currency revenue growth for the first quarter of 2012. Weakness in Europe was offset by double-digit growth in the U.S. and the rest of the world. We believe that restructuring efforts and product mix should drive a 50-basis-point improvement in EBITDA margin in 2012 over 2011, and will offset pressures of the medical device tax (2.3% of U.S.-generated revenues) effective Jan. 1, 2013," S&P said. FUEL DOCTOR: Incurs $298,000 Net Loss in First Quarter ------------------------------------------------------ Fuel Doctor Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $297,976 on $221,415 of net revenues for the quarter ended March 31, 2012, compared with a net loss of $429,493 on $344,007 of net revenues for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $1.52 million in total assets, $1.40 million in total liabilities and $120,446 in total shareholders' equity. The Company's consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced a net loss for the three months ended March 31, 2012. The Company has experienced net losses of ($2,691,124) and ($2,485,136) for the years ended Dec. 31, 2011, and 2010, respectively. Those factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/AkacXy About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. FRANKLIN CREDIT: Stockholders Approve Marcum as Accountant ---------------------------------------------------------- Franklin Credit Holding Corporation held its 2011 annual meeting of stockholders on June 12, 2012. The stockholders ratified the appointment by the Audit Committee of the Company's Board of Directors of Marcum LLP to serve as the independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending Dec. 31, 2012. About Franklin Credit Holding Franklin Credit Holding Corporation (OTC BB: FCMC) -- http://www.franklincredit.com/-- is a specialty consumer finance company primarily engaged in the servicing and resolution of performing, re-performing and nonperforming residential mortgage loans, including specialized loan recovery servicing, and in the analysis, pricing, due diligence and acquisition of residential mortgage portfolios for third parties. The Company's executive, administrative and operations offices are located in Jersey City, N.J. Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey, on June 4, 2012. Franklin Credit also filed a prepackaged plan. The Debtor is seeking a combined hearing on the plan and the explanatory disclosure statement. Judge Donald H. Steckroth presides over the case. Lawyers at McCarter & English, LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500 million to $1 billion in debts. In a recent regulatory filing with the U.S. Securities and Exchange Commission, Franklin Credit Holding's balance sheet at March 31, 2012, showed $29.02 million in total assets, $874.02 million in total liabilities, and a $845 million total stockholders' deficit. The petition was signed by Paul Colasono, executive vice president and chief financial officer. The Plan provides for the liquidation of its assets -- the ownership of 80% of the stock in non-debtor Franklin Credit Mortgage Corp. -- with the proceeds or the fair market value of the assets being distributed in accordance with the Bankruptcy Code. The fair market value of FCMC will be distributed through the payment of $250,000 in cash on the effective date of the Plan and an aggregate $1.11 million over a period of five years, evidenced by a promissory note guaranteed by Thomas J. Axon, the chairman and president of the Debtor and FCMC, and the owner of 20% of the common shares of FCMC, and 45.2% of the common shares of the Debtor. The payments will be made by FCMC, and will be the primary source of cash for distributions contemplated by the Plan. IN exchange for the payment by FCMC, the Debtor's interests in the stock of FCMC will be distributed, pro-rata, to holders of allowed interests. The Plan provides for payment in full of allowed priority non-tax claims. The secured claims of the legacy lenders totaling $820.6 million will be unaltered by the Plan. Huntington National Bank and Huntington Finance LLC will release the Debtor from any obligations in connection with their secured claims of $4.7 million. Holders of general unsecured claims estimated to total $1.9 million will receive their pro rata share of the proceeds of the liquidation of the remaining assets. The Court has established July 18, 2012, as the hearing on the adequacy of the Disclosure Statement. FUEL DOCTOR: Incurs $2.7 Million Net Loss in 2011 ------------------------------------------------- Fuel Doctor Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.69 million on $775,155 of net revenues in 2011, compared with a net loss of $2.48 million on $780,146 of net revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.57 million in total assets, $1.38 million in total liabilities and $189,472 in total shareholders' equity. Rose,Synder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the period ended Dec. 31, 2011. The indepdent auditors noted that the Company has sustained recurring operating losses, continues to consume cash in operating activities, and has an accumulated deficit at Dec, 31, 2011, which conditions 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/213jk7 About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. GARLOCK SEALING: Asbestos Claimants Denied Privileged Docs ---------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that a North Carolina bankruptcy judge on Tuesday denied a committee of Garlock Sealing Technologies LLC asbestos claimants' request to compel allegedly privileged documents related to past asbestos settlements, ruling that Garlock had not waived any privilege over the documents. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. GETTY PETROLEUM: Plan Confirmation Hearing Slated for July 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on July 18, 2012, at 10 a.m., prevailing Eastern Time, to consider the confirmation of the First Amended Plan of Liquidation for Getty Petroleum Marketing Inc., et al., as proposed by the Official Committee of Unsecured Creditors, as revised on May 30, 2012. Objections, if any, are due 10 a.m. on July 9, 2012. The Committee is authorized, but not directed, to file a reply to any objections to confirmation on or before July 13, at 5 p.m. Ballots accepting or rejecting the Plan are due July 9. According to the Amended Disclosure Statement, the First Amended Plan constitutes a straight-forward liquidating plan for all of the Debtors. The Amended Plan provides for all of the property of the Debtors to be liquidated over time, and for the proceeds to be allocated and distributed to the holders of certain Allowed Claims. An initial distribution is to occur on the Effective Date of the First Amended Plan or soon as practicable thereafter. Assets are to be held by a Liquidating Trust and administered by the Liquidating Trustees who will, among other things, liquidate assets, resolve disputed claims, pursue any reserved causes of action, wind up the affairs of the Debtors, and make interim and final distributions to holders of Allowed Claims in accordance with the First Amended Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/GETTY_PETROLEUM_ds_1amended.pdf 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. GUIDED THERAPEUTICS: Seven Directors Elected at Annual Meeting -------------------------------------------------------------- Guided Therapeutics, Inc., held its annual meeting of stockholders on June 15, 2012. At the annual meeting, stockholders elected Mark L. Faupel, Ph.D., Ronald W. Allen, Ronald W. Hart, Ph.D., John Imhoff Md, Michael C. James, Johnathan M. Niloff, Md, and Linad Rosenstock, Md, as directors. The amendment to the Company's Certificate of Incorporation to increase the number of authorizes shares of common stock to a total of 145 million shares and the amendment to the Company's 1995 stock plan to increase the number of shares of common stock available for grant by 5 million shares were approved. Stockholders also ratified the appointment of UHY, LLP, as the Company's independent auditors for fiscal 2012. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company reported a net loss of $6.64 million in 2011, compared with a net loss of $2.84 million in 2010. The Company's balance sheet at March 31, 2012, showed $3.08 million in total assets, $2.17 million in total liabilities and $908,000 in total stockholders' equity. In its report on the Company's 2011 Form 10-K, UHY LLP, in Sterling Heights, Michigan, noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised during the fourth quarter of 2012, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support, such as under the Konica Minolta development agreement and additional NCI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In that a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate or file for bankruptcy protection. GUIDED THERAPEUTICS: Responds to FDA Not-Approvable Letter ---------------------------------------------------------- Guided Therapeutics, Inc., has submitted its formal response to the U.S. Food and Drug Administration not-approvable letter for the LuViva Advanced Cervical Scan, which the Company received in January. The Company's response provided additional information as requested by the agency and also included a request for a meeting with FDA to determine a path forward for approval. The Company also recently provided additional safety testing information in support of the application for the CE mark as requested by its reviewer and believes it remains on track to receive approval to market LuViva in the 27 countries that comprise the European Union in the second quarter, as previously anticipated. "We believe that by working with FDA, we can achieve approval in the U.S. for LuViva and provide women with access to new technological advancements to detect cervical disease at an earlier stage, when it can be better treated," said Mark L. Faupel, Ph.D., President and CEO of Guided Therapeutics, Inc. "We also believe that LuViva remains on track to receive the CE mark in the second quarter. There were no questions regarding our clinical data. We continue to build up our international distribution network and introduce LuViva to the medical community at various medical conferences in anticipation of a product launch in the second half of 2012." About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. In its report on the Company's 2011 Form 10-K, UHY LLP, in Sterling Heights, Michigan, noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $6.64 million in 2011, compared with a net loss of $2.84 million in 2010. The Company's balance sheet at March 31, 2012, showed $3.08 million in total assets, $2.17 million in total liabilities and $908,000 in total stockholders' equity. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised during the fourth quarter of 2012, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support, such as under the Konica Minolta development agreement and additional NCI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In that a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate or file for bankruptcy protection. HALO WIRELESS: Police Powers May Be Enforced by Private Companies ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a telecommunications provider named Halo Wireless Inc. filed in Chapter 11 to stop 20 proceedings commenced by local telephone companies in 10 state public utilities commissions. The effort failed as the result of a June 18 opinion from the U.S. Court of Appeals in New Orleans construing a provision in bankruptcy law that allows exercise of governmental police or regulator powers even after bankruptcy. According to the report, Halo argued unsuccessfully in bankruptcy court that the automatic stay should stop the regulatory proceedings because they were initiated by telephone companies, not by the regulators themselves. The bankruptcy judge rejected the argument, as did Circuit Judge Fortunato P. Benavides, writing the 26-page opinion for the 5th Circuit in New Orleans. Mr. Rochelle relates that the telephone companies argued that Halo was violating local laws and regulations by the manner in which it conducted business. Judge Benavides ruled that regulators for all intents and purposes were parties to the regulatory proceedings, even though they were begun by private parties. He said that if Halo were "permitted to stay all of the PUC proceedings, it will have used its bankruptcy filing to avoid the potential consequences of a business model it freely chose and pursued." The circuit court upheld the ruling by the bankruptcy judge who allowed the regulatory proceedings to go forward. The appeals court also upheld the lower court which prevented the regulatory proceedings from determining the amount of any claim that the telephone companies would have against the bankrupt company. The appeal was taken directly to the Court of Appeals without an intermediate appeal in the district court. The case is Halo Wireless Inc. v. Alenco Communications Inc. (In re Halo Wireless Inc.), 12-40122, U.S. 5th Circuit Court of Appeals (New Orleans). 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. HERCULES OFFSHORE: Kenneth Griffin Discloses 5.1% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Kenneth Griffin and his affiliated entities disclosed that, as of June 12, 2012, they beneficially own 8,053,942 shares of common stock of Hercules Offshore, Inc., representing 5.08% of the shares outstanding. A copy of the filing is available for free at http://is.gd/Q3Ud3E About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at March 31, 2012, showed $2.04 billion in total assets, $1.07 billion in total liabilities, and $966.52 million in stockholders' equity. * * * The Troubled Company Reported said on March 23, 2012, that Moody's Investors Service upgraded Hercules Offshore, Inc. Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B3 from Caa1 contingent upon the completion of its recently announced recapitalization plan. Hercules' B3 CFR reflects its jackup fleet, which consists primarily of standard specification rigs with an average age of about 30 years. Its rigs are geographically concentrated in the Gulf of Mexico (GoM), a market that experienced a slow-down after the Macondo well incident. However, over the last year a pick-up in permitting and activity levels in the GoM, has led to higher dayrates. For Hercules, the improving market conditions have stabilized its cash flow from operations, which are expected continue to improve for at least the next 18 to 24 months as old contracts roll into new contracts with higher dayrates. These improving market conditions support the decision to upgrade Hercules' CFR at this time. As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings Services revised its outlook on Houston-based Hercules Offshore Inc. to stable from negative and affirmed its 'B-' corporate credit rating on the company. "The rating on the company's senior secured credit facility remains 'B-' (the same as the corporate credit rating on the company) with a recovery rating of '3', indicating our expectation of a meaningful (50% to 70%) recovery in the event of payment default," S&P said. "Our ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate our expectation that day rates and utilization for the company's jack-up rigs in the U.S. Gulf of Mexico will remain robust throughout 2012. Moreover, we expect the company's domestic offshore operations will provide the majority of EBITDA generation in 2012, since its international offshore segment will perform more weakly compared with 2011 due to lower contract renewal day rates reflecting current market conditions. The ratings also incorporate the company's geographic and product diversification (provided by the its liftboat segments) and adequate liquidity, as well as the risks associated with the Securities and Exchange Commission's investigation into possible violations of securities law, including possible violations of the Foreign Corrupt Practices Act. The company is also the subject of a review by the U.S. Department of Justice (DOJ)," S&P said. HOUGHTON MIFFLIN: Court Approves Hiring of Blackstone as Advisor ---------------------------------------------------------------- Houghton Mifflin Harcourt Publishing Company and its affiliated debtors won Bankruptcy Court authority to employ Blackstone Advisory Partners L.P. as their financial advisor. Since February 2012, Blackstone Advisory Partners was retained by the Debtors on a prepetition basis to advise on the Debtors' restructuring and reorganization and capital raising efforts. Blackstone Advisory Partners worked closely with the Debtors to analyze the Debtors' financial positions and assist the Debtors in evaluating various restructuring alternatives including raising new capital. Blackstone Advisory Partners assisted in the commencement of the Debtors' chapter 11 cases and will continue to assist in the administration of the cases and render financial advisory services to the Debtors in connection with their ongoing restructuring efforts. In May 2012, the Debtors paid Blackstone Advisory Partners roughly $4.2 million in fees and expenses as compensation for prepetition professional services incurred between February 2012 and May 2012 and including those relating to a potential capital raise for the Debtors, the potential restructuring of the Debtors' debt capital structure, and the potential commencement of the chapter 11 cases. These fees and expenses include $700,000 as monthly fees, $3.5 million as restructuring fee, and reimbursement of out-of-pocket expenses. The Debtors have agreed to pay Blackstone in accordance with this Fee Structure: a. a monthly advisory fee of $175,000 in cash to be paid in advance on the second of each month; provided, however, that from and after Aug. 31, 2012, 50% of any Monthly Fee will be credited against a restructuring fee when and if paid; b. a capital raising fee for any financing arranged by Blackstone Advisory Partners, at the Debtors' request, earned and payable upon closing of the financing. If access to the financing is limited by Court orders, a proportionate fee will be payable with respect to each available commitment (irrespective of availability blocks, borrowing base or other similar restrictions). The Capital Raising Fee will be calculated as 1.0% of the total issuance size for senior debt financing, 3.0% of the total issuance size for junior debt financing, and 5.0% of the issuance amount for equity financing; provided, however, that no fee will be due on any capital raised from the Debtors' existing lenders, creditors or shareholders; c. an additional fee -- Restructuring Fee -- equal to $7,000,000. A restructuring will be deemed to have been consummated upon (a) the binding execution and effectiveness of all necessary waivers, consents, amendments or restructuring agreements between the Debtors and their creditors involving the compromise of the face amount of the obligations or the conversion of all or part of such obligations into alternative securities, including equity, in the case of an out-of-court restructuring; or (b) the execution, confirmation and consummation of a plan of reorganization pursuant to a Court order, in the case of an in-court restructuring. The Restructuring Fee will be: i. earned on the earliest of: 1. consummation of the restructuring, and 2. in the event that the Debtors solicit acceptances for a prepackaged plan to implement the restructuring, 50% of the Restructuring Fee on the date established as the voting deadline for such acceptances or rejections, provided that at least two-thirds in amount of one class of creditors impaired by the plan has accepted such plan, and 50% of the Restructuring Fee on the consummation of the restructuring; and ii. payable, in immediately available funds, on the earliest of: 1. consummation of the restructuring; provided that, with respect to a restructuring pursuant to the prepackaged plan, 50% of the Restructuring Fee will be payable within one business day following the voting deadline and 50% will be payable upon consummation of the restructuring, and 2. consummation of the exchange offer. d. upon the consummation of a transaction, a transaction fee payable in cash and to be determined in accordance with conventional compensation terms for nationally recognized investment banking firms; and e. reimbursement of reasonable out-of-pocket expenses. The Debtors will pay Blackstone Advisory Partners on the Effective Date and maintain thereafter a $25,000 expense advance for which Blackstone Advisory Partners shall account upon termination of the engagement. The Debtors also have agreed to indemnify and hold harmless Blackstone Advisory Partners. Blackstone's Flip Huffard attests that the firm does not have any interest adverse to the Debtors, or any material connection with their creditors or any other party-in-interest. Blackstone also is a "disinterested person" as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) and as required under section 327(a). 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 together with its petition a prepackaged Chapter 11 reorganization plan that 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. The U.S. Trustee has sought to transfer the venue of the case to Boston. HUDSON PRODUCTS: Moody's Raises Corp. Family Rating to 'B3' ----------------------------------------------------------- Moody's Investors Service has upgraded Hudson Products Holdings, Inc.'s corporate family rating to B3 from Caa1 and affirmed its senior secured credit facility at B2. The upgrade reflects the positive impact of its recent exchange of sponsor held subordinated debt-for-preferred stock and related amendment to its credit agreement to provide additional covenant cushion, as well as a gradually improving operating performance. The rating outlook has been revised to stable from negative. The follow rating of Hudson Products Holdings, Inc. has been upgraded: Corporate family rating (CFR) to B3 from Caa1 The following ratings of Hudson Products Holdings, Inc. have been affirmed: $15 million senior secured revolver due 2015 at B2 (LGD3, 33% from LGD2, 27%); and $186 million senior secured term loan due August 2015 at B2 (LGD3, 33% from LGD2, 27%). In addition, Moody's has appended an /LD to the Caa1 probability of default rating to designate a limited default associated with the conversion of 50% of its subordinated debt-for-preferred stock. Moody's deems exchanges of debt-for-equity as a default within its definition of default. The /LD modifier will be removed shortly after this assignment at which time the probability of default rating will be upgraded to B3 to reflect the stronger post-exchange capital structure and improved liquidity profile. Ratings Rationale The upgrade of the corporate family rating to B3 reflects the improvement in post-exchange financial leverage to roughly 7.5x from 10.0x, prior to the inclusion of preferred stock at March 31, 2012 (inclusive of remaining sponsor held subordinated notes). Moody's anticipates leverage to decline further in 2012, to around 6.0x, driven by an improvement in Hudson's earnings. Hudson is benefiting from stronger order trends driven in large part by wins associated with large US geothermal air-cooled heat exchanger (ACHE) projects and renewed petrochemical investments, as well as orders in oil and gas upstream, midstream, Canadian oil sands, LNG, and power generation. Better operating leverage, coupled with a moderately improved pricing environment, will likely result in a continued expansion in margins, earnings and cash flow leading to a reduction in leverage over the next twelve months. The B3 rating reflects Hudson's high leverage, geographic concentration in North America and its exposure to meaningful fluctuations in operating performance given its reliance on the capital spending in North American oil & gas, power and petrochemical industries. However, the highly engineered nature of its ACHE and fan products combined with meaningful aftermarket sales has enabled Hudson to maintain solid margins through the recent downturn. Further, the B3 rating benefits from Hudson's adequate liquidity profile, incorporating modest cash generation in 2012, full availability under its $15 million revolver (will increase to $20 million if senior leverage falls below 4.0x) and improved covenant headroom. Moody's expects that its majority equity owner, Riverstone Holdings LLC, will remain supportive of the business, in part through its ownership of Hudson's remaining subordinated debt, which should benefit liquidity in times of cyclical earnings pressure. The stable rating outlook assumes Hudson will continue to grow its backlog and be successful in converting backlog into earnings at improving margin levels. Further, the stable outlook anticipates that modest free cash flow generation and falling leverage will allow the company to begin paying a portion of its interest on the subordinated debt in cash within the next eighteen months. The recently amended credit agreement does not allow cash interest payments to the subordinated debt holders prior to the reduction in senior leverage below 4.0x. The ratings are not currently expected to be upgraded at current debt levels given the cyclical nature of Hudson's operations. Moody's would expect Hudson to maintain adjusted leverage below 5.0x and interest coverage, defined as EBITA-to-Interest expense, above 1.5x, through the cycle. A ratings downgrade could occur if order trends were to meaningfully deteriorate followed by a deterioration in earnings and operating margins or if liquidity were to deteriorate due to Hudson's inability to generate FCF or maintain adequate covenant cushion. The principal methodology used in rating Hudson Products was the Global Manufacturing 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. Hudson Products Corporation, headquartered in Sugar Land, TX, is one of the world's leading heat transfer solutions companies providing air-cooled heat exchangers (ACHE), axial-flow fans and related aftermarket hardware and support to the refinery, petrochemical, natural gas and power generation end-markets. Hudson was purchased by Riverstone Holdings LLC from the prior sponsor . Revenues were roughly $190 million for the twelve months ending March 31, 2012. HUGHES TELEMATICS: Extends Agreement with Mercedes-Benz to 2017 --------------------------------------------------------------- HUGHES Telematics, Inc., and Mercedes-Benz USA, LLC, entered into an Amended and Restated Telematics Services Agreement, which supersedes the Telematics Services Agreement, dated as of Oct. 31, 2007, between the parties. Pursuant to the Amended and Restated Agreement, the Company continues to be the exclusive telematics service provider for new Mercedes-Benz vehicles sold or leased in the Unites States since Nov. 16, 2009, as well as the preferred provider of telematics services for all Mercedes-Benz vehicles sold or leased prior to Nov. 16, 2009. The terms of the Original Agreement remain materially unchanged, except that, pursuant to the Amended and Restated Agreement, the parties agreed to: * expand the services available to owners and lessees of new Mercedes-Benz vehicles to incorporate the additional features included with the mbrace2 service offering; * adjust certain financial arrangements to align the parties' interests and allow for MBUSA to equip most model year 2013 and later Mercedes-Benz vehicles produced for sale in the United States market with a factory-installed hardware device that enables the Company to provide the mbrace or mbrace2 service offering; * provide that a third party, rather than the Company, will manufacture and sell MBUSA or its affiliates the factory- installed hardware device that enables the Company to provide the mbrace or mbrace2 service offering; * set forth a definitive payment schedule for certain amounts owed by the Company to MBUSA pursuant to the Original Agreement; and * extend the scheduled expiration of the contractual relationship between the parties to Dec. 16, 2017. About HUGHES Telematics Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics services company that provides a suite of real-time voice and data communications services and applications for use in vehicles and is developing additional applications for use within and outside of the automotive industry. HUGHES reported a net loss of $85.35 million in 2011, a net loss of $89.56 million in 2010, and a net loss of $163.66 million in 2009. The Company's balance sheet at March 31, 2012, showed $110.18 million in total assets, $211.81 million in total liabilities, and a $101.62 million total stockholders' deficit. In its report on the Company's 2011 financial results, PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses from operations and has a net capital deficiency. INDEPENDENCE TAX: Incurs $237,000 Net Loss in Fiscal 2012 --------------------------------------------------------- Independence Tax Credit Plus L.P. II filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $237,376 on $1.11 million of total revenues for the year ended March 31, 2012, compared with net income of $15.97 million on $1.15 million of total revenues during the prior fiscal year. The Partnership's balance sheet at March 31, 2012, showed $11.97 million in total assets, $37.03 million in total liabilities and a $25.05 million total partners' deficit. At March 31, 2012, the Partnership's liabilities exceeded assets and for the year then ended incurred net loss, including gain on sale of properties of $2,548,259 and loss on impairment of fixed assets of $1,016,000. These factors raise substantial doubt about the Partnership's ability to continue as a going concern, according to the Form 10-K. A copy of the Form 10-K is available for free at: http://is.gd/521AJO About Independence Tax Credit Plus L.P. II Based in New York, Independence Tax Credit Plus L.P. II was organized on Feb. 11, 1992, and commenced its public offering on Jan. 19, 1993. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership. The general partner of Related Independence Associates L.P. is Related Independence Associates Inc., a Delaware Corporation. The ultimate parent of Related Independence Associates L.P. is Centerline Holding Company. The Partnership's business is primarily to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is in the process of developing a plan to dispose of all of its investments. INTELLICELL BIOSCIENCES: TCA Commits to Buy $2MM Common Shares -------------------------------------------------------------- Intellicell Biosciences, Inc., finalized a committed equity facility with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, whereby the parties entered into (i) a committed equity facility agreement and (ii) a registration rights agreement. On June 7, 2012, the Company entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of 24 months commencing on the effective date of the Registration Statement, TCA will commit to purchase up to $2,000,000 of the Company's common stock, par value $0.001 per share, pursuant to Advances, covering the Registrable Securities. The purchase price of the Shares under the Equity Agreement is equal to 95% of the lowest daily volume weighted average price of the Company's common stock during the five consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds to the Company, subject to the terms of the Equity Agreement. As further consideration for TCA entering into and structuring the Equity Facility, the Company will pay to TCA a fee by issuing to TCA that number of shares of the Company's common stock that equal a dollar amount of $110,000. It is the intention of the Company and TCA that the value of the Facility Fee Shares will equal $110,000. In the event the value of the Facility Fee Shares issued to TCA does not equal $110,000 after a ninth month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action to adjust the number of shares issued. On June 7, 2012, the Company entered into the Registration Rights Agreement with TCA. Pursuant to the terms of the Registration Rights Agreement, the Company will use its commercially receivable best efforts to file a registration statement with the U.S. Securities and Exchange Commission to cover the Registrable Securities no later than 45 days from the Closing Date. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC no later than 90 days following the Closing Date. In the event that the Registration Statement is not declared effective within a 150 days of the Filing Date, the Company will be subject to certain penalties as further detailed in the Registration Rights Agreement. 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. JASPERS ENTERPRISES: July 11 Hearing on Bid to Extend Exclusivity ----------------------------------------------------------------- Jaspers Enterprises, Inc., will return to the Bankruptcy Court on July 11, 2012, at 10:00 a.m. for a hearing on its request to extend the exclusivity period for filing a Chapter 11 plan and explanatory disclosure statement, and for obtaining acceptance of the plan. Objections are due July 3. Jaspers wants the Exclusive Filing Period extended until Sept. 12, 2012, and the Exclusive Solicitation Period until Nov. 11. Section 1121(b) of the Bankruptcy Code provides a Chapter 11 debtor the exclusive right to file a plan during the first 120 days after the entry of the order for relief. Jaspers' exclusive right under 11 U.S.C. Sec. 1121(b) to file its plan was slated to expire on June 12. Once a Chapter 11 debtor files a plan before the expiration of its 11 U.S.C. Sec. 1121(b) exclusive period, Section 1121(c)(3) of the Bankruptcy Code allows another party to file a plan if and only if "the debtor has not filed a plan that has been accepted, before 180 days after the date of the order for relief under this chapter, by each class of the claims or interest that is impaired under the plan." Jaspers' exclusive period for obtaining acceptances of its plan will expire Aug. 11. Jaspers said the requested extension is warranted given the number of creditors holding secured and unsecured claims against the Debtor's estate and the complex nature of the Debtor's operations. KIMBRELL REALTY: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Kimbrell Realty/Jeth Court, L.L.C. 6608 N. University Street Peoria, IL 61614 Bankruptcy Case No.: 12-81454 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Central District of Illinois (Peoria) Judge: Thomas L. Perkins Debtor's Counsel: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Boulevard, #1600 Peoria, IL 61602 Tel: (309) 673-5535 E-mail: sbnotice@mtco.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Jody D. Kimbrell, managing member. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ HSBC Business Solutions -- $5,758 P.O. Box 5219 Carol Stream, IL 60197 LANDAMERICA FINANCIAL: Trustee Negotiates $39 Million Settlement ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that creditors of LandAmerica Financial Group Inc. are in for an additional $39 million payday. A trust, created under the liquidating Chapter 11 plan implemented in late 2009, sued directors and officers in 2011, alleging breaches of fiduciary duty. The district judge denied a motion to dismiss the suit in March and sent the parties to mediation. According to the report, the mediator brought the parties together on a settlement where providers of directors' and officers' liability insurance will pay $36 million. In addition, the insurance companies waive their claims, freeing up an additional $3 million being held in reserve in case the claims were held valid. The bankruptcy court in Richmond arranged a hearing on July 9 for approval of the settlement. In April the trust brought home a settlement with other insurance companies, generating $37.9 million. 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. LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on Jacksonville, Fla.-based Lender Processing Services Inc. (LPS) and revised the rating outlook to stable from negative. "We also affirmed our 'BBB' issue rating on the company's first- lien revolving credit facility and term loans. The '1' recovery rating on the debt remains unchanged and indicates our expectation that lenders would receive very high (90% to 100%) recovery in the event of a payment default," S&P said. "In addition, we affirmed our 'BB+' issue-level rating on senior unsecured notes due July 2016. The '4' recovery rating remains unchanged and indicates our expectation that debt holders would receive average (30%-50%) recovery in the event of a payment default," S&P said. "The outlook revision reflects our expectation for stabilizing revenue and earnings, continued analytics services revenue growth, and, beginning in 2013, increases to foreclosure processing activity," said Standard & Poor's credit analyst John Moore. "The ratings reflect LPS' 'fair' business risk profile and 'intermediate' financial risk profile. Our expectation is that the company's strong market position, good cash flow characteristics, and moderate financial policies will enable it to maintain leverage appropriate for the rating, despite its somewhat narrow and cyclical market focus, as well as foreclosure processing delays to date. We expect LPS to maintain an 'adequate' liquidity profile," S&P said. "Our stable outlook on LPS reflects the company's leading and defensible market presence and our expectation for stabilizing revenue and earnings in 2013, continued TD&A revenue growth, and increasing foreclosure processing activity. A downgrade could result were the financial performance of the Transaction Services business not to stabilize in 2013, such that debt to EBITDA would exceed 3x on a sustained basis," S&P said. "Given the company's somewhat narrow and cyclical market focus, an upgrade is unlikely in the near term. Over the longer term, a scenario of consistent revenue and profit growth, leverage of 2x or less, and improved performance of the company's foreclosure processing business could lead to upward rating momentum," S&P said. LIQUIDMETAL TECHNOLOGIES: Extends Apple MTA Through February 2014 ----------------------------------------------------------------- Liquidmetal Technologies, Inc., and Apple Inc. entered into an amendment to the Master Transaction Agreement that they previously entered into on Aug. 5, 2010. Under the MTA, the Company was originally obligated to contribute to Crucible Intellectual Property, LLC, a special purpose subsidiary of the Company, all intellectual property acquired or developed by the Company through Feb. 5, 2012, and all intellectual property held by Crucible Intellectual Property, LLC, is exclusively licensed on a perpetual basis to Apple for the field of use of consumer electronic products under the MTA. Under the Amendment, the parties agreed to amend the MTA to extend the Feb. 5, 2012, date to Feb. 5, 2014. About Liquidmetal Technologies Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies, Inc. and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. After auditing the 2011 financial statements, Choi, Kim & Park, LLP, in Los Angeles, California, said that the Company's significant operating losses and working capital deficit raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at March 31, 2012, showed $2.02 million in total assets, $4.86 million in total liabilities, and a $2.84 million total shareholders' deficit. LIVE NATION: Credit Amendment Won't Change Moody's Ratings ---------------------------------------------------------- Moody's Investors Service said that Live Nation Entertainment, Inc.'s ratings were unchanged by the pending amendment to the company's existing credit agreement. The principal methodology used in rating was the Global Business & Consumer Service Industry Rating Methodology published October 2010 and the Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Live Nation Entertainment, Inc., headquartered in Beverly Hills, California, operates a leading live entertainment ticketing and marketing company, owns, operates and/or exclusively books live entertainment venues in the U.S. and Europe, and owns the rights to several globally recognized performing artists under contracts of varying scope and duration. Live Nation merged with Ticketmaster on January 25, 2010. The continuing entity has annual revenues of approximately $5.4 billion, $3.5 billion of which comes from concerts and $1.2 billion of which comes from ticketing, with the balance coming from sponsorship and other ancillary revenue sources. Nearly 61% of revenues stem from U.S. operations and 13% come from the U.K. The 26% balance is spread over a number of geographies. As reported by the Troubled Company Reporter-Europe on April 19, 2011, Moody's downgraded Live Nation's corporate family and probability of default ratings by one notch to B1 from Ba3. LONGVIEW POWER: S&P Cuts Rating on $1.175-Bil. Facility to 'B-' --------------------------------------------------------------- Standard & Poor's Rating Services lowered its issue rating on Longview Power LLC's $1.175 billion senior secured facilities maturing in 2014 and 2017 to 'B-' from 'B+'. The '3' recovery rating is unchanged. The outlook is negative. "The downgrade stems from lower power prices and lower-than- expected coal sales that will impair financial performance and increase refinance risk," said Standard & Poor's credit analyst Terry Pratt. "We have lowered our estimate of Longview's future cash flow prospects given the decline in current and forward power prices since our last review in December 2011. The decline in power prices results from low natural gas prices as shale gas production in the region continues to be robust with little reduction in drilling activity foreseen for some time. For the first quarter of 2012, Longview realized a round-the-clock price of about $29 per megawatt-hour (MWh), also due to much warmer-than-usual winter weather," S&P said. "Other factors that hurt cash flow currently are the start-up phase of the plant and less-than-expected cash flow from Mepco's operations. Longview achieved substantial completion in December 2011 following numerous construction problems. The capacity factor was 72.7% in first-quarter 2012 against a budget of 88.4%. Favorably, performance improved over the quarters to a capacity factor of 94% in March. Ramp-up improvement is typical for most plants, but cash flow loss for downtime is material," S&P said. "The negative outlook reflects the potential for weaker financial performance in 2013 and potentially additional draws on what will be significantly depleted liquidity facilities after 2012 draws. This weaker performance could result from a further decline in power prices or less-than-expected cash flow if Mepco's contribution does not rise to near pro forma forecast levels in early 2013. Several developments could lead to a rating downgrade, including the potential for liquidity facilities to become exhausted, DSCRs of 1.1x or lower, an adverse and material financial outcome of the various construction contractor claims against the project. A movement to stable would require DSCRs of at least 1.2x, full liquidity facilities, and comfort that the project will be able to refinance the large amount of debt coming due in 2014 ($589 million at Longview and Dunkard)," S&P said. MAKENA GREAT: Ronnie Schwartz to Fund Plan for GAC Storage Copley ----------------------------------------------------------------- GAC Storage Lansing, LLC, submitted to the U.S. Bankruptcy Court for the Northern District of Illinois an Amended Disclosure Statement to Debtor GAC Storage Copley Place, LLC's Plan of Reorganization dated May 22, 2012. According to the Amended Disclosure Statement, the Plan provides for the reorganization of the Debtor's business and the resolution of all outstanding Claims against and Interests in the Debtor. The Plan also contemplates the issuance of new equity interests in the Reorganized Debtor to an entity owned entirely by Ronnie Schwartz in exchange for substantial equity contributions to fund (i) either the $385,000 Payment Reserve or the $1,000,000 Lump Sum Payment and (ii) payment of any Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims, Allowed Other Secured Claims, and the Unsecured Claim Distribution if the Reorganized Debtor's available Cash or business operations are insufficient to fund the payments. The Debtor is negotiating a contractual commitment with Newco regarding the New Equity Contributions, which commitment will be formalized prior to the confirmation hearing. The Debtor's current owner, GAC Storage, LLC, and none of the Guarantors will have any ownership interest in the Reorganized Debtor or Newco. Although it is possible that third party investors, as Storage Etc., may at some time in the future acquire ownership interests in Newco, there are no current agreements or negotiations for involvement of any outside investors. The Plan also provides for an injunction against the commencement or continuation of any action, the employment of process, or any act to collect, recover or offset any Claim of any Holder against the Guarantors under the Bank Loan Documents or otherwise, so long as the Reorganized Debtor is performing its obligations under the Plan and no Default has occurred. Newco is not willing to fund the New Equity Contributions without the Guarantor Injunction. Projected distributions under the Plan are as follows: Class Claim Claim Amount Distribution ----- ----- ------------ ------------ 2 Bank Claim $9,797,260 100% 3 Other Secured Claims $30,183 100% 4 General Unsecured Claims $20,000 50% 5 Interests N/A 0% 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, and San Tan Plaza, LLC, under lead case no. 11-40944. About Makena Great American Anza Company The Makena Great American Anza Company LLC -- http://www.makenacapital.net/-- is a commercial shopping center developers in Southern California. Makena Great American leads the way in the acquisition and development of "A-Location" small commercial shopping centers and corner properties in Southern California. The Makena Great American Anza Company filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago. Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local counsel to the Debtor. D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the Debtor. The Debtor disclosed $13,938,161 in assets and $17,723,488 in liabilities. MARIANA RETIREMENT FUND: Seeks to Continue Benefits Payment ----------------------------------------------------------- Ferdie de la Torre at Saipan Tribune reports that the NMI Retirement Fund has asked the U.S. District Court for the NMI Bankruptcy Division to allow for the continued payment of certain benefits to beneficiaries at the 100% level pending the Court's entry of an order dismissing the Fund's Chapter 11 bankruptcy petition. According to the report, the Fund, through counsel Jeremy B. Coffey, informed the Court that prior to filing the proposal, the Debtor consulted with counsel for the Official Committee of Unsecured Creditors, and the U.S. Trustee. The report relates Mr. Coffee said the Official Committee does not object to the Fund's request, while the Trustee did not express any objection but reserved all rights to interpose an objection upon the Fund's submission of the proposal. The Fund requested the Court to schedule an expedited hearing on its proposal for continued payment. The report, citing the background of the payment issue, notes Mr. Coffey said prior to the Chapter 11 filing, the Fund established a subsidiary, Pension Holdings Corp., for the purpose of ensuring the continued payments of benefits, in full, for up to the first two months of this case. At the same time, the lawyer said, the Fund began taking steps to seek court authority to gradually reduce the level at which benefits would be paid consistent with the Fund's plan for the Chapter 11 case. The report relates Mr. Coffey said with the June 2012 payment, Pension Holdings Corp. has now exhausted its funding and is no longer able to satisfy the Fund's semi-monthly payment obligations. The next such payment schedule is on or before July 1, 2012. In a memorandum decision delivered on June 13, 2012, Judge Robert J. Faris indicated his intent to enter an order of dismissal of the Chapter 11 case after consideration and payment of fee and administrative expense requests, which consideration could occur as late as July 27. The report says Mr. Coffey explained that if the Fund is unable to resume benefit payments until after the dismissal order is entered, it would cause undue hardship on Fund members who rely on such benefit payments to meet basic food, shelter, clothing, and medical needs. About NMI Retirement Fund The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. An official committee of unsecured creditors, consisting of Fund members, has been appointed in the case. MARTIN MIDSTREAM: Moody's Affirms 'B1' CFR Following Asset Sale --------------------------------------------------------------- Moody's Investors Service affirmed Martin Midstream Partners L.P.'s (MMLP) B1 Corporate Family Rating (CFR) and B3 senior unsecured note rating following MMLP's announcement that it has entered into a definitive agreement to sell certain natural gas gathering and processing assets for $275 million. MMLP's SGL-3 Speculative Grade Liquidity (SGL) rating is unchanged, and the rating outlook remains stable. "The asset sale will reduce previously elevated leverage to a level more in line with the B1 CFR and stable outlook while improving MMLP's business risk profile," commented Jonathan Kalmanoff, Moody's Analyst. "Although MMLP will have reduced scale and diversification following the asset sale, Moody's anticipates that the company will rapidly re-deploy the divested capital into various growth initiatives driving an evolving leverage and business risk profile." At March 31, 2012, pro forma for the sale of the gas gathering and processing assets, debt / EBITDA at MMLP will be approximately 4.2x. Issuer: Martin Midstream Partners L.P. Downgrades: US$200M 8.875% Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5, 86 % from LGD5, 84 % Ratings Rationale The B1 CFR is restrained by MMLP's relatively small size and scale, geographic concentration in the US Gulf Coast region, some commodity price risk exposure in the natural gas services and sulfur services business segments, leverage which is at the high end of the range for the rating, and the risks inherent in the MLP business model. The rating is supported by strong business line diversification, niche market positions in several business lines, a high proportion of fee-based cash flows, contract structures which reduce volume risk in the terminalling and storage and sulfur business segments, a supportive General Partner (GP), a long industry track record, and a seasoned management team. The SGL-3 reflects adequate liquidity through the second quarter of 2013, with March 31, 2012 pro forma liquidity consisting of an undrawn $400 million secured credit facility due 2016 and $9 million of cash. Moody's anticipates that MMLP will be in compliance with its three financial covenants through the second quarter of 2013. There are no debt maturities prior to 2016 when the credit facility matures. Although MMLP's assets are pledged as security under the credit facility, the company would likely have the ability to raise additional liquidity through limited asset sales. The B3 note rating reflects both the overall probability of default of MMLP, to which Moody's assigns a PDR of B1, and a loss given default of LGD5-86%. The size of the senior secured revolver's priority claim relative to the senior unsecured notes results in the notes being rated two notches beneath the B1 CFR under Moody's Loss Given Default Methodology. The stable outlook assumes that debt / EBITDA will be sustained below 4.5x. Moody's could downgrade the ratings if it appears that debt / EBITDA will be sustained above 4.5 given the current business risk profile, if the business risk profile deteriorates as a result of significant growth into riskier business lines, or if there is a deterioration in the credit profile of Martin Resource Management Corporation (MRMC, the owner of the GP). Moody's could upgrade the ratings if scale and/or business risk profile materially improve and if debt / EBITDA is expected to be sustained below 4.0x. The principal methodology used in rating Martin Midstream Partners was the Global Midstream Energy 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. Martin Midstream Partners L.P. is a master limited partnership headquartered in Kilgore, Texas. MARTIN MIDSTREAM: S&P Affirms 'B+' CCR on Improved Finc'l. Profile ------------------------------------------------------------------ Standard & Poor's Services revised its outlook on Martin Midstream Partners L.P. (Martin) to stable from negative. "We also affirmed our 'B+' corporate credit rating on the partnership and our 'B' issue-level rating on its senior unsecured notes. As of March 31, 2012, Martin had $434 million of total reported debt," S&P said. "Martin announced its intent to sell the majority of its natural gas services assets, including its East Texas gathering and processing assets and its 50% operating interest in the Waskom Gas Processing Co. (a subsidiary of CenterPoint Energy Inc. already owns the remaining 50%) to an indirect, wholly owned subsidiary of CenterPoint Energy for $275 million. As a result of the transaction, we expect leverage to improve because the company will use proceeds from the sale to pay down borrowings under the revolving credit facility. Pro forma for the transaction, we expect the partnership to have a debt to EBITDA ratio of around 2.4x and EBITDA interest coverage of 4x. While these measures are conservative for the rating, we expect leverage to gradually increase to about 4x as management pursues growth opportunities over the next 12 to 24 months. In addition, we expect distribution coverage to be less than 1x over the next few quarters due to lower cash flow attributed to the divestiture, which leaves little cushion if one of Martin's business segments underperforms. In our analysis, we also consider Martin Resource Management Corp.'s (MRMC; not rated) and Martin's consolidated credit measures. We believe consolidated financial leverage will range between 3.5x and 4x by the end of 2012," S&P said. Standard & Poor's rating on Martin reflects the partnership's "weak" business risk profile and "aggressive" financial risk profile. "Martin's small size, dependency on a few key assets, volume risk in the terminal and storage segment, and some commodity price exposure characterize the weak business risk profile," said Standard & Poor's credit analyst Nora Pickens. "The aggressive financial risk profile incorporates Martin's current financial metrics, its business interactions with its parent, and the master limited partnership (MLP) structure. Martin's diverse business lines, largely fee-based revenue streams, and expertise handling certain specialty products partially offset these risks," S&P said. "We are unlikely to raise the rating in the intermediate term due to Martin's limited scale, including its EBITDA concentration with parent MRMC. We could lower the rating if one or more of the partnership's business segments underperform, or if an acquisition weakens the financial profile, resulting in a total debt to EBITDA ratio of more than 4.5x. We could also lower the rating if MRMC's credit quality weakens, which could result in consolidated leverage of more than 5.5x and could pressure Martin's cash flow, or if the ultimate outcome of litigation at MRMC harms Martin's credit quality," S&P said. MEDICAL ALARM: Amends Financing Agreement with FirstFitness ----------------------------------------------------------- Medical Alarm Concepts Holding, Inc., on May 16, 2012, reached agreement with FirstFitness International, Inc., to amend the financing agreement and security agreements dated Jan. 4, 2012, where the Company provided a one-year loan to FirstFitness International. In this amendment the parties agree to the following: Should FirstFitness International, Inc., pay to Medical Alarm Concepts Holdings, Inc., the sum of $35,000 by May 31, 2012, and the additional sum of $35,000 by July 10, 2012, all remaining balances relating to the financing agreement dated Jan. 4, 2012, will be forgiven and the entire debt due to Medical Alarm Concepts Holdings, Inc., will have been satisfied. Should FirstFitness International, Inc., fail to pay Medical Alarm Concepts Holdings, Inc., the sum of $35,000 by May 31, 2012, all provisions of the previous agreement will remain in full force. Should FirstFitness International, Inc., pay Medical Alarm Concepts Holdings, Inc., the sum of $35,000 by May 31, 2012, but fail to pay Medical Alarm Concepts Holdings, Inc., the sum of $35,000 by July 10, 2012, the amount owed to Medical Alarm Concepts Holdings, Inc., will be reduced by the previously paid $35,000, but all provisions of the previous agreement will remain in full force. Moreover, on May 17, 2012, the Company received payment of revenue associated with the first sections of a previously announced sale of MediPendants. Total payments associated with this release totaled $275,000. The Company expects additional revenue through the end of 2012 associated with this previously announced contract announced on March 12, 2012. About Medical Alarm Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc., utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company's balance sheet at March 31, 2011, showed $1.40 million in total assets, $3.41 million in total liabilities, and a $2 million total stockholders' deficit. Li & Company, PC, in Skillman, N.J., expressed substantial doubt about Medical Alarm Concepts Holding, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company had an accumulated deficit at June 30, 2010, and had net loss and net cash used in operating activities for the fiscal year then ended, respectively. MERRILL CORPORATION: Moody's Lowers PDR to Ca; Reviews Ratings -------------------------------------------------------------- Moody's Investors Service downgraded Merrill Corporation's Probability of Default Rating to Ca from Caa2, Corporate Family Rating to Caa3 from Caa1, first lien senior secured credit facilities to Caa1 from B2, and the second lien senior secured term loan to Ca from Caa3. All ratings were placed on review for further downgrade due to the imminent maturity of the company's revolving credit facility on June 29, 2012. According to Moody's Analyst Ben Nelson, "Merrill has been able to make the necessary operational adjustments to restore about half of its recession-era decline in EBITDA and this has improved its credit metrics, but the combination of a thin free cash flow cushion, retrenchment in the capital markets over the past two months, and imminent debt maturities has raised the specter of a deemed default event." Actions: Issuer, Merrill Corporation Probability of Default Rating, downgraded to Ca from Caa2, on review Corporate Family Rating, downgraded to Caa3 from Caa1, on review Outlook, Rating Under Review (revised from negative) Issuer, Merrill Communications LLC First Lien Senior Secured Credit Facilities, downgraded to Caa1(LGD2 18%) from B2, on review Second Lien Senior Secured Term Loan, downgraded to Ca (LGD4 65%) from Caa3, on review Outlook, Rating Under Review (revised from negative) Ratings Rationale The rating action was prompted by a lack of definitive progress towards refinancing upcoming debt maturities that in Moody's view has heightened default risk. Merrill is not expected to have sufficient cash to repay outstanding cash advances against its $40 million first lien senior secured revolving credit facility that matures on June 29, 2012. The company must also address the upcoming maturity of its $374 million first lien senior secured term loan due December 2012 and $200 million second lien senior secured term loan due November 2013. The review for downgrade will focus on Merrill's plans to refinance or restructure its debt obligations. Moody's deems a default to have occurred when a payment of principal or interest is not made by the end of a grace period without regard to lender acceleration or forbearance. Moody's would downgrade Merrill's ratings if the company does not refinance its revolving credit facility that matures on June 29, 2012. The ratings could be upgraded if Merrill successfully addresses its debt maturities. The principal methodology used in rating Merrill Corporation was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in St. Paul, Minnesota, Merrill Corporation provides a range of document and data management services, litigation support, branded communication programs, fulfillment, imaging, and printing services organized along two main business segments: Legal and Financial Transaction Services ("LFTS") and Marketing and Communication Solutions ("MCS"). The company generated $788 million of revenue for the 12 months ended October 31, 2011. MF GLOBAL: Senior Executives May Not be Pinned With Collapse Blame ------------------------------------------------------------------ Jean Eaglesham, Aaron Lucchetti and Devlin Barrett at The Wall Street Journal report that regulators may not be able to charge most of MF Global Holdings Ltd. senior executives with supervision failures related to the company's collapse. WSJ relates that the executives weren't registered with commodities regulators. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MONEY TREE: Hiring of Burr & Forman as Conflicts Counsel Denied --------------------------------------------------------------- Burr & Forman LLP has asked the Bankruptcy Court to reconsider its order dated April 27, 2012, in which the Court denied the request of Small Loans, Inc., to employ the firm as conflicts counsel or, in the alternative, to amend the Order to allow for payment of Burr & Forman's fees and expenses through April 27 for work done which directly benefited the Debtors' estates. As reported in the Troubled Company Reporter on April 18, 2012, the Debtors sought to employ Burr & Forman to represent them where Baker Donelson Bearman Caldwell & Berkowitz, the Debtors' counsel, has an actual or business conflict that prevents it from representing the Debtors. Burr & Forman's hourly rates are: Partners $350 - $525 Associates $200 - $320 Legal Assistants $85 - $175 Burr & Forman has requested a $40,000 retainer to serve as security for services to be performed postpetition. The retainer would be applied to Burr & Forman's final bill. The firm can be reached at: Marc P. Solomon, Esq. BURR & FORMAN LLP 420 North 20th Street, Suite 3400 Birmingham, AL 35203 Tel: (205) 458-5281 Fax: (205) 244-5733 E-mail: msolomon@burr.com About Money Tree Bainbridge, Georgia-based The Money Tree Inc. -- http://www.moneytreeinc.com/-- operates a network of lending branches across the Southeast, concentrated in Georgia, Florida and Alabama. The Company and four affiliates filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on Dec. 16, 2011. The other debtor-affiliates are Small Loans, Inc., The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc., and The Money Tree of Georgia of Georgia Inc. Judge William R. Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr. Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow, P.C., serves as the Debtors' counsel. The Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as restructuring advisors. Money Tree's consolidated balance sheet reported $34,859,189 in assets, $92,655,010 in liabilities, and $57,795,821 in total stockholders' deficit. The Money Tree Inc. disclosed $73,413,612 in assets and $73,050,785 in liabilities as of the Chapter 11 filing. The petitions were signed by Biladley D. Bellville, president. The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is not a party to the bankruptcy filing and intends to operate its business in the ordinary course. Greenberg Traurig, LLP represents the official committee of unsecured creditors for the Debtors. The Committee tapped HGH Associates LLC as its accountants and financial advisors. MORGAN INDUSTRIES: Hunter Unveils Two New Dealers ------------------------------------------------- Trade Only Today reports that, even amid a Chapter 11 bankruptcy restructuring, Hunter Marine Corp. announced two new dealers to represent the builder's line in North America. According to the report, Simple Sailing Charter & Sales is located in St. Petersburg, Fla., and operating out of the municipal marina in St. Petersburg. It will exclusively represent Hunter's full line of trailerable small boats and up to the 27-foot keelboat for the Tampa Bay area and the Northern Florida Gulf Coast. The report notes Simple Sailing owner Ed Ecker said that offering charters and sailing lessons will give potential customers a chance to "try before they buy." Empire Yacht Sales in Fairhaven, N.Y., will operate out of Fair Point Marina on Lake Ontario. That dealer will serve the upstate New York and western Pennsylvania area. About Morgan Industries Morgan Industries Corporation, along with affiliates, sought Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in Trenton, New Jersey, on April 30, 2012. Affiliates that filed separate bankruptcy petitions are Hunter Composite Technologies Corporation; Hunter Marine Corporation; Luhrs Corporation; Mainship Corporation; Ovation Yachts Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres, L.L.C.; and Silverton Marine Corporation. The Debtors, through their trade name the Luhrs Marine Group, produce and sell recreational powerboats and sailboats under the iconic brand names of Silverton, Ovation, Luhrs, Mainship, and Hunter Marine. In 2010, Silverton, Mainship and Luhrs, collectively, held roughly 5.3% of the U.S. market for fiberglass, in-board engine powerboats greater than 27 feet in length. Additionally, Hunter Marine was the largest manufacturer of sailboats in the U.S., accounting for an estimated 32% of new sailboat registrations in 2010, making it the sixth consecutive year Hunter Marine represented roughly 30% of all new sailboat registrations in the U.S. The Debtors have a network of 90 dealers in the U.S. and 80 dealers in 40 other countries. Judge Michael B. Kaplan oversees the case. Robert Hirsh, Esq., and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy general counsel to the Debtors; Capstone Advisory Group, LLC, acts as financial advisors; Katz, Kane & Co. as investment bankers; and Donlin Recano & Company, Inc. as claims agent. In their petition, the Debtors disclosed $53 million in total assets and $80 million in total liabilities. The petitions were signed by John T. Peterson, treasurer. Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary lender Bank of America N.A. MOUNTAIN PROVINCE: Seven Directors Elected at Annual Meeting ------------------------------------------------------------ Mountain Province Diamonds Inc. held its annual meeting of shareholders on June 14, 2012. At the annual meeting, shareholders elected seven directors, namely: (1) Jonathan Comerford; (2) Patrick Evans; (3) Elizabeth J. Kirkwood; (4) Carl Verley; (5) David Whittle; (6) D.H.W. (Harry) Dobson; and (7) Peeyush Varshney. The shareholders ratified the reappointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation and authorized the directors to fix the auditor's remuneration. The shareholders re- approved, confirmed and ratified the Stock Option Plan. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet at March 31, 2012, showed C$66.84 million in total assets, C$13.13 million in total liabilities, and C$53.70 million in total shareholders' equity. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has incurred a net loss in 2011 and expects to require additional capital resources to meet planned expenditures in 2012 that raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of C$11.53 million for the year ended Dec. 31, 2011, compared with a net loss of C$14.53 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed C$66.55 million in total assets, C$9.42 million in total liabilities, all current, and C$57.13 in total shareholders' equity. MOUNTAIN PROVINCE: Kennady Receives Type A Land Use Permit ---------------------------------------------------------- Mountain Province Diamonds Inc. announced that the Company's wholly-owned subsidiary, Kennady Diamonds Inc., has received a Type A Land Use Permit from the Mackenzie Valley Land and Water Board in respect of the Kennady North diamond project. "Receipt of the Land Use Permit clears the way for us to commence the summer drill program at Kennady North", said Mountain Province President and CEO Patrick Evans. "We have retained Yellowknife- based Northtech Drilling Ltd. to conduct a minimum 2,500 meter drill program, which will commence immediately," Mr. Evans added. Plans are in place for two drill rigs to be mobilized to Kennady North with the first rig focussed on in-fill drilling along the Kelvin - Faraday kimberlite corridor, where a number of high priority drill targets have been identified. The diamondiferous Kelvin, Hobbes and Faraday kimberlites, located approximately 10 kilometers from the De Beers JV at Gahcho Ku�, were discovered in the early 2000's. The second drill rig will test approximately twelve newly discovered kimberlite targets that are accessible during summer. The remainder of the high priority targets will be tested during a second phase winter drill program which will be conducted in early 2013. Patrick Evans commented: "Our priority at Kennady North is to define a resource along the Kelvin - Faraday kimberlite corridor. The close proximity of these kimberlites to the Gahcho Kue mine, currently being permitted with JV partner De Beers, raises the potential for them to add to the projected mine life. We will also be testing a number of newly discovered high priority geophysical targets that correspond with unexplained kimberlite mineral trains not associated with the known kimberlites at Kennady North. We are very excited about the Kennady North exploration program and are also keen to commence drilling of the newly discovered geophysical targets at the De Beers JV." Final analysis of the data from the Fugro airborne gravity gradiometry (AGG) survey over the De Beers JV leases resulted in the identification of 55 geophysical targets of which 23 are interpreted as high priority. The JV partners are expected to announce a follow-up exploration program in the near future. As announced last Monday, June 11, 2012, Mountain Province has also received conditional approval from the TSX-Venture Exchange for the listing of Kennady Diamonds, which is being sought as part of the previously announced plan of arrangement, pursuant to which the Company will transfer the wholly-owned Kennady North project, to Kennady Diamonds. Upon completion of the Arrangement, Mountain Province will also transfer working capital in the amount of C$3M to Kennady Diamond and will distribute 100 percent of the shares of Kennady Diamonds to Mountain Province shareholders on the basis of one Kennady Diamond share for every five shares of Mountain Province held by shareholders on the record date. The record date, which will likely be before the end of June, 2012, will be the date established for the purposes of determining the Mountain Province shareholders entitled to receive the distribution of Kennady Diamonds' shares. A further announcement in this regard is expected shortly. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet at March 31, 2012, showed C$66.84 million in total assets, C$13.13 million in total liabilities, and C$53.70 million in total shareholders' equity. For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has incurred a net loss in 2011 and expects to require additional capital resources to meet planned expenditures in 2012 that raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of C$11.53 million for the year ended Dec. 31, 2011, compared with a net loss of C$14.53 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed C$66.55 million in total assets, C$9.42 million in total liabilities, all current, and C$57.13 in total shareholders' equity. MSR RESORT: Can't Emerge Before Hilton Issue Resolved ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the four bankrupt resorts still owned by Paulson & Co. and Winthrop Realty Trust said the dispute with Hilton Worldwide Inc. is the "single-greatest driver" of reorganization value and a "gating issue to a meaningful exit process." The statements were contained in court papers filed last week for an extension until Aug. 1 of the exclusive right to proffer a Chapter 11 plan. A hearing on the so-called exclusivity motion will take place June 27. According to the report, the resorts said in the exclusivity motion that they are negotiating more lucrative contracts with other hotel managers if they can escape from the Hilton agreements at the right price. The resorts reiterated their promise to pay all creditors in full. The report relates that the resort owners were dealt a defeat in May when the bankruptcy judge in Manhattan ruled that they can't escape from management agreements with Hilton on three properties without giving rise to damages that would cut down on the owners' recovery in Chapter 11. Beating Hilton down to nothing is important because the resorts intend to pay creditors in full, with money left over for Paulson and Winthrop. The schedule calls for trial to begin on June 27 where the bankruptcy court will decide how much in damages Hilton is entitled to be paid for termination of existing management agreements. Both sides were to file their pre-trial briefs June 20. 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. NATIONAL QUALITY: Deregisters Unsold Securities Under Plans ----------------------------------------------------------- National Quality Care, Inc., filed with the U.S. Securities and Exchange Commission post-effective amendments relating to the registration statements on Form S-8 registering shares of common stock of the Company to be issued in connection with the 1996 Stock Option Plan, stock options issued to consultants, and the 1998 Stock Option Plan. The amendment was filed solely to deregister any and all securities previously registered under the Registration Statements that remain unsold. About National Quality Care Los Angeles, Calif.-based National Quality Care, Inc., was, prior to the sale of substantially all its assets on March 19, 2010, a research and development company. Its platform technology was a wearable artificial kidney for dialysis and other medical applications (the "Wearable Kidney"). This device treats the blood of patients through a pulsating, dual-chambered pump. Continuous dialysis has always been possible for patients who are able to make several weekly visits to a dialysis clinic to be attached to a large machine for three to four hours at a time. With a wearable artificial kidney, patients would be able to have 24-hour dialysis, seven days a week, without having to spend long hours attached to a large machine at a clinic, allowing them to maintain a reasonable life style. The Company's balance sheet at March 31, 2011, showed $3.08 million in total assets, $3.13 million in total liabilities and a $54,976 total stockholders' deficiency. NEW ENGLAND BUILDING: Amends Schedules of Assets & Debts -------------------------------------------------------- New England Building Materials, LLC, filed with the Bankruptcy Court an amendment to its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A - Real Property $3,786,186 B - Personal Property $10,097,713 C - Property Claimed as Exempt D - Creditors Holding Secured Claims $6,739,077 E - Creditors Holding Unsecured Priority Claims $523,301 F - Creditors Holding Unsecured Nonpriority Claims $4,391,207 ------ ----------- Total $13,883,899 $11,653,587 About New England Building Materials Based in Sanford, Maine, New England Building Materials LLC, fka Lavalley Lumber Company LLC and Poole Brothers, filed for Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on Feb. 14, 2012. New England Building Materials is engaged in the business of manufacturing and selling, at wholesale, Eastern White Pine lumber and related products. It was also engaged in the business of selling lumber products at retail, through outlets in Maine and Massachusetts, although, as of the bankruptcy filing date, it has made the determination to cease retail activities. Chief Judge James B. Haines Jr. presides over the case. Lawyers at Marcus, Clegg & Mistretta, P.A., serve 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 Richard I. Thompson, chief financial officer. William K. Harrington, the United States Trustee for the District of Maine, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. NEW ORLEANS AUCTION: Assets Sold to Cakebread Art Antiques ---------------------------------------------------------- Catherine Saunders-Watson at Auction Central News reports that the assets of New Orleans Auction Galleries were purchased by Cakebread Art Antiques Collectables, Inc., a firm owned by Houston businesswoman Susan Krohn, at an auction on June 1, 2012. According to the report, the auction was conducted in the office of attorney Stewart F. Peck -- speck@lawla.com -- of Lugenbuhl, Wheaton, Peck, Rankin & Hubbard. According to the report, Ms. Krohn was an investor in NOAG and one of approximately 200 creditors listed in the bankruptcy petition. But contrary to rumor, the report says the money the bankrupt auction house owed to Ms. Krohn was not applied toward Cakebread's purchase of the company's assets. The report relates, in a June 6 telephone interview, Mr. Peck confirmed to Auction Central News that three pre-qualified bidders had competed for NOAG's assets -- M.S. Rau Antiques LLC, Aschaffenburg Assets LLC, and Cakebread. The purchase price was not disclosed, although there has been speculation within New Orleans' antiques trade that it was in the vicinity of $1.5 million. The report adds New Orleans Auction Galleries' new president, Ashton Thomas, replaces former boss Jean Vidos and will run day- to-day operations at the gallery. Mr. Thomas confirmed to Auction Central News that the majority of NOAG's staff of 15 are still employed by the gallery, "with no sign that there will be any changes in the immediate future." The report says NOAG's first auction under new ownership will be a July 21-22 sale of fine and decorative art. Consignments are currently being accepted. As in the past, Internet live bidding will be available through LiveAuctioneers.com. Based in New Orleans, Louisiana, New Orleans Auction Galleries Inc. filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. E.D. La. Case No. 11-11068). Judge Elizabeth W. Magner presides over the case. Stewart F. Peck, Esq., Christopher T. Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl Wheaton Peck Rankin & Hubbard, represent the Debtor. The Debtor selected Pontchartrain Financial LLC as financial advisor, and Patrick Gros CPA as accountant. The Debtor estimated assets of $100,000 and $500,000, and debts of $1 million and $10 million. NEWFIELD EXPLORATION: Fitch Rates Unsecured Notes Due 2024 'BB+' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Newfield Exploration Company's (Newfield; NYSE:NFX) expected issuance of unsecured notes due 2024. The net proceeds are intended to fund the purchase of up to $550 million in principal amount of the 2016 notes. Proceeds will also be used to repay a portion of the borrowings outstanding under the revolving credit facility, which were drawn to fund the redemption of the 6 5/8% senior subordinated notes due 2014. Newfield's Rating Outlook remains Stable. The ratings reflect Newfield's relatively conservative financial profile. While management has stated it is willing to borrow to finance acquisitions, Fitch would expect acquisitions to be relatively small. Additionally, Fitch expects Newfield to finance its acquisitions with divestitures of non-core related assets as the company focuses on high-grading its asset base. The Stable Outlook reflects solid liquidity and operating momentum from liquids production growth. This contrasted with the timing and challenge of Newfield's transition from being primarily a natural gas producer to being an oil focused company. Reserve growth for 2011 was driven by undeveloped bookings in the Williston (Bakken) and Monument Butte (Uinta) fields (72 of 143 mmboe in total organic adds). Gains were partially offset by the reclassification of 15 mmboe of natural gas from proved undeveloped reserves to probable reserves (as required by SEC reporting standards). This is because they are no longer expected to be developed within the next five years. As of March 31, 2012, Newfield generated latest 12 months (LTM) EBITDAX of $1.76 billion which resulted in interest coverage of 9.44x and leverage of 1.66x as measured by debt-to-EBITDAX. Free cash flow (FCF; cash flow from operations less capital expenditures) was negative $850 million during the LTM. Given expectations for production and capital spending, Fitch expects Newfield to remain modestly FCF negative in 2012. However, asset sales may provide a source to fund this deficit without increasing debt levels. Liquidity remains adequate and stems from cash balances ($27 million on March 31, 2012), Newfield's $1.25 billion senior unsecured credit facility (maturing in June 2016) and from operating cash flows ($1.49 billion for the LTM period ending March 31, 2012). Newfield had full availability under its credit facility at March 31, 2012. Funds were drawn to tender for $325 million of 2014 notes in April. As of June 8, 2012 Newfield had approximately $531.5 million of borrowings under its credit facility, leaving available capacity of approximately $903.5 million. Following the expected new issuance and tender for 2016 notes, Newfield should again have near full availability under the facility. The next note maturity will be $600 million of subordinated notes due in 2018. Newfield also maintains a significant amount of commodity hedges. This reduces Newfield's exposure to short-term commodity price volatility which continue to support operating cash flow levels. Key covenants are primarily associated with the senior unsecured credit facility and include maximum debt-to-book capitalization (60% covenant threshold), and minimum EBITDAX-to-interest expense (3.50 covenant level), which both had ample headroom at March 31, 2012. Fitch notes that when Newfield refinanced its credit facility in June 2011 an NPV-to-debt covenant was dropped. This covenant had only counted 50% of the principal amount of senior subordinated notes in its calculation. The removal of this covenant removed the key incentive for Newfield to issue subordinated notes. It is also important to note that a future upgrade of Newfield's ratings would likely entail a continued one-notch differential between its senior unsecured and senior subordinated note ratings. Future debt offerings for Newfield are likely to be senior unsecured note offerings, which would reinforce the one-notch rating differential. Fitch currently rates Newfield as follows: -- Long-term IDR 'BB+'; -- Senior unsecured bank facility 'BB+'; -- Senior unsecured notes 'BB+'; -- Senior subordinated notes 'BB'. The Rating Outlook is Stable. NEWFIELD EXPLORATION: Moody's Rates $750MM Senior Notes 'Ba1' ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the $750 million of senior notes being offered by Newfield Exploration Company. The proceeds of the note offering are expected to be used to refinance $550 million of senior subordinated notes due 2016 with the remainder used to pay down a portion of the debt outstanding under the company's senior unsecured credit agreement. The rating outlook is stable. Rating Rationale Newfield's credit fundamentals remain unchanged after the senior note offering, although the offering represents another step towards an all senior note capital structure that is typical of investment grade issuers. The company has a good mix of producing properties, low-risk development locations, and exploration potential. The company is positioned for sustained organic growth supported by a diverse portfolio of investment opportunities. The transition to becoming a more oily company appears to be on track and Moody's expects to see slow but steady production growth over the next 12 to 18 months. Leverage, which increased over the course of 2011, improved modestly at the end of the first quarter of 2012. As of March 31, 2012, the ratio of debt to proved developed reserves stood at $9.82 per BOE and debt to average daily production totaled $25,800 per BOE. Moody's expects leverage to improve slowly over the course of 2012 as the company continues its oil development programs in the Uinta Basin, the Cana Woodford, and the Williston Basin. "Overall, we believe Newfield's credit position is slowly improving now that the transition to a more oily production mix is nearing completion," said Stuart Miller, Moody's Vice President - Senior Analyst. "However, until the ratios of debt to proved developed reserves and debt to production visibly improve, an upgrade is not warranted." While Newfield's credit is on an improving trend, Moody's stable outlook reflects an expectation that its leverage will likely not improve sufficiently to justify a rating upgrade in the next 12 to 18 months. Given the scale of Newfield, a positive rating action would require leverage below $6 per BOE of proved developed reserves and debt to average daily production under $17,000 per BOE. A negative rating action is possible if debt to average daily production approaches $30,000 per BOE or debt to proved developed reserves increases to $11 per BOE. To arrive at the Ba1 rating for the new notes, Moody's elected to override Moody's Loss Given Default Methodology which would suggest assigning a Baa3 rating to the senior notes driven by the credit support provided by the company's existing senior subordinated notes. However, over time Moody's believes that Newfield will continue to refinance the senior subordinated notes with senior notes eliminating this credit support. Therefore, looking forward, Moody's believes it is more appropriate to assign a Ba1 rating to the senior notes, a level that is consistent with Newfield's Ba1 Corporate Family Rating. Newfield has good liquidity, and Moody's expects Newfield to fund most, if not all, of its capital expenditures out of internally generated cash flow through 2012 and into 2013. Asset sales and availability under a $1.25 billion unsecured revolving credit facility, estimated to be over $900 million pro forma for the new senior note offering, could be used to cover any shortfall. The principal methodology used in rating Newfield Exploration was the Independent Exploration and Production (E&P) Industry Methodology published in December 2011 and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Newfield Exploration Company is based in The Woodlands, Texas. NEWPAGE CORP: Proskauer Rose Replaces Dewey & LeBoeuf ----------------------------------------------------- Newpage Corporation, et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Proskauer Rose LLP as substitute attorneys in connection with their Chapter 11 cases, nunc pro tunc to May 14, 2012. On Oct. 4, 2011, the Debtors were authorized to retain Dewey & LeBoeuf LLP as attorneys nunc pro tunc to the Commencement Date. Pachulski Stang & Jones LLP serves as co-counsel to the Debtors. Effective May 14, 2012, attorneys of record for the Debtors, partners Marin J. Bienenstock, Judy G. Z. Liu, and Philip M. Abelson, together with associates Lauren C. Cohen, Ehud Barak, Kathleen E. Barber, Andrea G. Miller, and Chris Theodoridis, ended their affiliation with D&L, and became members of, or associated with, Proskauer. The Debtors request that Proskauer substitute for D&L as their general bankruptcy counsel in these cases. Proskauer will be employed to render professional services, which are identical to the services previously performed by D&L. Proskauer will, among other things, advise the Debtors in connection with the legal aspects of a financial restructuring under Chapter 11, for these hourly rates: Partners $675 to $1,050 Counsel $640 to $825 Associates $295 to $750 Paraprofessionals $165 to $315 To the best of the Debtors' knowledge, Proskauer Rose is a "disinterested person" as that term is defined Section 101(14) of the Bankruptcy Code. 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. NEXT 1 INTERACTIVE: Incurs $13.6 Million Net Loss in Fiscal 2012 ---------------------------------------------------------------- Next 1 Interactive, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $13.65 million on $1.29 million of total revenues for the year ended Feb. 29, 2012, compared with a net loss of $23.17 million on $2.54 million of total revenues for the year ended Feb. 28, 2011. The Company's balance sheet at Feb. 29, 2012, showed $462,647 in total assets, $14.69 million in total liabilities and a $14.23 million total stockholders' deficit. Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 29, 2012. The independent auditors noted that the Company had an accumulated deficit of $66,983,176 and a working capital deficit of $14,546,150 at Feb. 29, 2012, net losses for the year ended Feb. 29, 2012 of $13,651,066 and cash used in operations during the year ended Feb. 29, 2012, of $4,822,423. These conditions 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/yRUYsN About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is an interactive media company that focuses on video and media advertising over Internet, Mobile and Television platforms. Historically, the Company operated through two divisions, media and travel. A third (real estate) division is anticipated to be launching during the fourth quarter of fiscal 2012. NEXTWAVE WIRELESS: Messrs. Salmasi & Tavokoli Elected to Board -------------------------------------------------------------- The annual meeting of stockholders of NextWave Wireless Inc. was held on May 17, 2012. At the annual meeting, Allen Salmasi and Nader Tavokoli were elected as Class III Directors for a three- year term expiring at the Company's annual meeting of stockholders in 2015. The stockholders also ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended Jan. 1, 2013. About Nextwave Wireless NextWave Wireless Inc. (PINK: WAVE) is a holding company for holding company for a significant wireless spectrum portfolio. Its continuing operations are focused on the management of ikts wireless spectrum interests. Total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. Its international spectrum included in continuing operations include 2.3 GHz licenses in Canada with 15 million POPs covered by 30 MHz of spectrum. The Company listed total assets of $457.139 million, total current liabilities of $1,064.058 million, deferred income tax liabilities of $84.148 million and long-term obligations, net of current portion of $14.854 million, and total stockholders' deficit of $705.921 million. In its report on the Company's annual report for year ended Dec. 31, 2011, Ernst & Young, said, "The Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $142.0 million at December 31, 2011 that is associated with the maturity dates of its debt. The Company currently does not have the ability to repay this debt at maturity. These conditions raise substantial doubt about the Company's ability to continue as a going concern." NIFTUS LLC: Seeks to Hire Copeland & Bieger as Counsel ------------------------------------------------------ Niftus LLC asks the Bankruptcy Court for authority to employ Copeland & Bieger P.C. as their Chapter 11 attorneys. The firm received an advanced fee of $3,000 plus costs of $1,046 for the Chapter 11 filing fee. The firm's hourly billing rates are: $300 per hour for attorneys; and $75 per hour for paraprofessionals The firm represented the Debtor pre-bankruptcy as special legal counsel relating to a lawsuit filed in Bland County, Virginia, by First Century Bank, N.A. In August 2011, the firm received $3,000 as retainer in connection with the representation. Robert T. Copeland, Esq., a member of the firm, says neither the firm nor its members have any interest adverse to the Debtor or the bankruptcy estate. Mr. Copeland also said his firm is waiving any fees and expenses that might be outstanding for services rendered prior to the petition date. About Niftus Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D. Va. Case No. 12-71123) on June 11 in Roanoke, Virginia. Niftus, a management consulting services provider from Bluefield, Virginia, estimated assets of up to $50 million and debts of less than $10 million. Chief Judge William F. Stone Jr. oversees the case. Copeland & Bieger, P.C., serves as the Debtor's counsel. The petition was signed by Charles P. Sutphin, managing member. NIFTUS LLC: Files List of 4 Largest Unsecured Creditors ------------------------------------------------------- Niftus LLC filed with the Bankruptcy Court a list of its creditors holding the four largest unsecured claims, disclosing: Creditor Amount of claim -------- --------------- First Century Bank $2,600,000 PO Box 1559 Contingent Bluefield, WV 24701-1559 Unliquidated Disputed Peggy Sutphin $1,884,055 PO Box 118 Contingent Rocky Gap, VA 24366 Charles P. Sutphin $1,000,000 PO Box 303 Contingent Rocky Gap, VA 24366 The Blankenship/Trent Corporate $15,000 Group 146 Chase Ln Princeton, WV 24701 Charles P. Sutphin, the Debtor's managing member, signed the Chapter 11 petition. About Niftus Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D. Va. Case No. 12-71123) on June 11 in Roanoke, Virginia. Niftus, a management consulting services provider from Bluefield, Virginia, estimated assets of up to $50 million and debts of less than $10 million. Chief Judge William F. Stone Jr. oversees the case. Copeland & Bieger, P.C., serves as the Debtor's counsel. NORTHSTAR AEROSPACE: To Test Wynnchurch Offer at July 17 Auction ---------------------------------------------------------------- Northstar Aerospace Inc. is seeking approval of a sale process where private-equity firm Wynnchurch Capital Ltd.'s $70 million offer for the assets would open the auction. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Northstar Aerospace (USA) Inc. filed papers this week to auction the business on July 17. Unless a better offer turns up, Northstar intends on selling the operation for $70 million cash to private-equity investor Wynnchurch Capital Ltd. There will be a June 27 hearing in U.S. Bankruptcy Court in Delaware for approval of auction and sale procedures. If the judge goes along, competing bids will be due July 13, in advance of a July 17 auction and a hearing by July 24 to approve the sale. About Northstar Aerospace Chicago, Illinois-based 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. Northstar Aerospace, along with affiliates, 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. Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. Approximately 60% of the assets and business are with the U.S. debtors. PALISADES MEDICAL: S&P Affirms 'BB+' Ratings on $37.5-Mil. Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services has revised its outlook to positive from stable and affirmed its 'BB+' long-term rating on $10.9 million series 2002 bonds and its 'BB+' underlying rating (SPUR) on $26.6 million series 1999 bonds issued by the New Jersey Health Care Facilities Financing Authority for the Palisades Medical Center (PMC) obligated group. "We based the outlook revision and affirmed rating on PMC's financial profile, which has improved, as well as on the system's positive operating income for the past two years and through the first four months of fiscal year 2012," said Standard & Poor's credit analyst Cynthia Keller. "Furthermore, in contrast to industry trends, PMC's inpatient volumes actually grew from fiscal year 2010 to 2011 and the inpatient growth, as well as growth in many outpatient services, has continued into 2012," said Ms. Keller. The rating also reflects Standard & Poor's assessment of PMC's revenue diversity and stable market share in a highly competitive service area with some potential for improvement. PMC's unrestricted cash and investments remain weak and below levels necessary for an investment-grade rating. Additional credit risks include PMC's reliance on New Jersey hospital subsidy funding and disproportionate share funds (DSH) due to a challenging payor mix, and recently lower levels of profitability from the long-term-care operations because of Medicare reimbursement cuts. "The positive outlook reflects Standard & Poor's opinion that a higher rating is possible with continued earnings at levels comparable with those achieved in 2010 and 2011. Another two years of debt service coverage in excess of 2x, increased cash and investments closer to 100 days' cash on hand, no short-term or additional debt, and relatively stable volumes are all necessary before Standard & Poor's could consider a higher rating. Conversely, a return to a stable outlook or lower rating could be possible with a return to losses at either PMC or The Harborage, weakened unrestricted cash and investments, or any negative competitive or service area changes that could threaten PMC's volumes. In addition, the state's record of financial support for PMC and amount of DSH payments will continue to be a major rating factor as PMC is reliant on these sources for profitability," S&P said. PATIENT SAFETY: Incurs $1.3 Million Net Loss in First Quarter ------------------------------------------------------------- Patient Safety Technologies, Inc., reported a net loss of $1.30 million on $3.10 million of revenue for the three months ended March 31, 2012, compared with a net loss of $628,542 on $1.97 million of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $13.99 million in total assets, $5.09 million in total liabilities, all current, and $8.90 million in total stockholders' equity. "During the first quarter of 2012 we successfully implemented more new hospitals than in any previous quarter in our history, and to date in the second quarter that activity level has continued to grow. Our installed base is up 79% since the beginning of 2012 and we currently have signed agreements and scheduled implementation dates with another 89 facilities, representing an incremental 51% growth in our customer base from current levels, stated Brian E. Stewart, President and Chief Executive Officer of Patient Safety Technologies, Inc. "Increasingly hospitals are deciding they will no longer tolerate retained surgical sponges and our market adoption continues to accelerate. With our market leading positions and the overwhelming clinical and economic evidence supporting the Safety-Sponge System, we feel we are uniquely positioned to become the standard of care," continued Mr. Stewart. The Company had signed agreements to raise $3.5 million in gross proceeds through the issuance in a private placement of 2.5 million restricted common shares at a price of $1.40 per share. No warrants or other securities were issued in connection with the common shares and investors included a number of existing shareholders. The offering is subject to customary conditions to closing and is currently expected to close within several days. A copy of the press release is available for free at: http://is.gd/u6o7n4 About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. PETTERS CO: Trustee Can Hire Winderweedle Haines as Local Counsel ----------------------------------------------------------------- Douglas A. Kelley, the Chapter 11 Trustee for Petters Company, Inc., et al., sought and obtained authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Winderweedle, Haines, Ward & Woodman, P.A., to serve as local counsel for matters arising in the Florida Bankruptcy Court relating to the Palm Beach Liquidating Trusts, effective March 1, 2012. Winderweedle Haines will serve as local counsel representing the Trustee's and Petters Bankruptcy Estates' interests with respect to claims and disputes that have and may arise in the bankruptcy cases of Palm Beach Finance Partners, L.P., and Palm Beach Finance II, L.P. PBFP and PBFII were lenders to PCI through debtor Palm Beach and commenced voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida on Nov. 30, 2009. Barry E. Mukamal was appointed as the Chapter 11 Trustee for PBFP and PBFII. A Joint Plan of Liquidation of PBFP and PFTII was confirmed by the Florida Bankruptcy Court on Oct. 21, 2010, and Mukamal was thereafter appointed as the Liquidating Trustee for the Palm Beach Finance Partners Liquidating Trust and the Palm Beach Finance Partners II Liquidating Trust, the successors to PBFP and PBFII. Bradley M. Saxton $410 Ryan E. Davis $295 C. Andrew Roy $190 Sheila Colgan $130 Bradley M. Saxton, Esq., a shareholder at Winderweedle Haines, attested to the Court that the firm is a "disinterested person" as that term is defined Section 101(14) of the Bankruptcy Code. About Petters Group Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PINNACLE AIRLINES: 60-day Extension of Aircraft Equipment Use OK'd ------------------------------------------------------------------ The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York approved the stipulation entered into by Pinnacle Airlines Corp., et al., and the "aircraft financing parties" relating to the use of aircraft equipment. The Debtors related that pursuant to financing arrangements with the Aircraft Parties, the Debtors have the right to use the aircraft and all engines, appliances and related parts and equipment, and all records, logs and documents relating thereto. Accordingly, the Aircraft Equipment and the Aircraft Agreements may be entitled to the protections of Section 1110 of the Bankruptcy Code. Pursuant to Section 1110(b) of the Bankruptcy Code, if the Aircraft Equipment is "equipment" under Section 1110 of the Bankruptcy Code, the Debtors have requested that the Aircraft Parties extend the 60-day period in order to provide additional time to negotiate and document certain modifications to the Aircraft Agreements. The Aircraft Parties have agreed to, among other things, the extension of the Section 1110 Period, and the continued effectiveness of the stipulation is subject to these conditions, among other things: a) the Debtors' compliance with each and every term of this stipulation during the extension period; and b) the Debtors' taking all actions reasonably necessary to ensure that there are no unwaived Events of Default (as defined in the Aircraft Agreements). The Section 1110 Period is extended, for all purposes, effective May 30, 2012, until 11:59 p.m. (prevailing Eastern Time) on [REDACTED] or such other date as the Debtors and the Aircraft Parties may agree. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/PinnacleAirlines_N277MJ-Stipulation.pdf Delta Air Lines, Inc., filed a limited objection to preserve its rights while it completes a reconciliation process with the Debtors regarding certain amounts owed between Delta and the Debtors under various commercial agreements, including amounts owed by the Debtors for rent under the subleases for the Aircraft Equipment that are the subject of the Notice. Delta subleases to the Debtors the Aircraft Equipment. Under the applicable subleases, among other things, the Debtors are obligated to pay rent to Delta on a monthly basis. The Debtors did not make the rent payments to Delta under the subleases for April 2012 and May 2012. The amount of unpaid rent obligations owed to Delta equaled approximately $22 million. Following the Petition Date, as a result of the Debtors' non-payment of aircraft rent and other obligations owed to Delta, Delta administratively froze certain amounts that were owed to the Debtors under other agreements. About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Debtor-affiliate Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060 in liabilities as of the Chapter 11 filing. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PINNACLE AIRLINES: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Colgan Air, Inc. 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 $0 B. Personal Property $574,482,867 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $464,813,611 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $14,894,449 ----------- ----------- TOTAL $574,482,867 $479,708,060 Debtor-affiliates also filed their respective schedules disclosing: Company Assets Liabilities ------- ------ ----------- Pinnacle Airlines Corp. $78,833,325 $753,737,377 Pinnacle East Coast Operations, Inc. $1,543,823 $0 Mesaba Aviation, Inc. $87,819,589 $134,387,862 Pinnacle Airlines, Inc. $460,166,075 $396,384,120 Full-text copies of the schedules are available for free at: http://bankrupt.com/misc/PINNACLEAIRLINES_SAL3.pdf http://bankrupt.com/misc/PINNACLEAIRLINES_SAL4.pdf http://bankrupt.com/misc/PINNACLEAIRLINES_SAL5.pdf http://bankrupt.com/misc/PINNACLEAIRLINES_SAL1.pdf http://bankrupt.com/misc/PINNACLEAIRLINES_SAL2.pdf About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PINNACLE AIRLINES: Taps NSB Aviation's Steven A. Rossum as CRO -------------------------------------------------------------- Pinnacle Airlines, Corp., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to (i) employ NSB Aviation, LLC, as their advisor/consultant to provide interim management and restructuring services; and (b) designate Steven A. Rossum as chief restructuring officer. NSB will, among other things: a) assist the Debtors' management in the design and implementation of a restructuring strategy; b) advise the Debtors' management and boards of directors and working with management and its advisors on achieving cost targets contemplated by the Debtors' business plan; and c) provide, if requested by the Debtors, testimony in connection with any Chapter 11 cases. Mr. Rossum, president and managing director of NSB, tells the Court that the Debtors agreed to compensate him and NSB as: 1. A monthly fee in the amount of $57,000, payable upon submission of monthly invoices. 2. In the event of a Termination without Cause by the Debtors, the Engagement Letter provides that the Debtors will have no further liability or obligation whatsoever, except that they will pay NSB all compensation that has accrued, but is unpaid prior to the termination, and any expenses incurred prior to the termination and payable pursuant to the Engagement Letter. 3. NSB will submit monthly invoices to the Debtors that will include (i) a reasonable summary of services provided, (ii) an approximation of the aggregate hours worked, and (iii) a summary of expenses incurred to the Debtors. 4. NSB will file with the Court quarterly reports of compensation earned and provide copies to the U.S. Trustee and Committee Counsel; and parties-in-interest in these Chapter 11 cases will have the right to object to fees paid and expenses reimbursed to NSB within 20 days after NSB files the reports. Mr. Rossum assures the Court that NSB and its professionals are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors set a June 27, 2012 hearing. About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Debtor-affiliate Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060 in liabilities as of the Chapter 11 filing. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PINNACLE AIRLINES: Verlena Sexton-Walker Allowed to Pursue Claim ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved a stipulation between The Pinnacle Airlines Corp. et al., and Verlena Sexton-Walker relating to a claim against Debtor Mesaba Aviation, Inc. On the Petition Date, Ms. Sexton-Walker was automatically stayed from commencing or continuing an action to seek recovery for alleged property damage or injury to the claimant. The stipulation provided that the automatic stay is modified solely to the limited extent necessary to enable (a) the claim to proceed to final judgment or settlement and (b) the claimant to attempt to recover any liquidated final judgment or settlement on the claim solely from Available Coverage, if any; provided, however, that any final judgment or settlement will be reduced by (x) the amount of any applicable deductible or self-insured retention under the applicable insurance policy and (y) any share of liability under the applicable insurance policy of any insolvent or non-performing insurer or co-insurer (or any reinsurer of any insolvent or non-performing insurer or co- insurer); and provided further, that the automatic stay will not be modified for purposes of permitting the Claimant to attempt to recover from any party for intentional conduct or punitive damages. About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Debtor-affiliate Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060 in liabilities as of the Chapter 11 filing. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PINNACLE AIRLINES: Proposes Aug. 6, 2012 Gen. Claims Bar Date ------------------------------------------------------------- Pinnacle Airlines, Corp., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to approve the proposed general bar date and governmental bar date to enable the Debtors to receive, process and begin their analysis of creditors' claims in a timely and efficient manner. In accordance with the Second Amended Procedural Guidelines for Filing Requests for Bar Orders in the SDNY Bankruptcy Court dated Nov. 24, 2009, the Debtors request that the Court establish: a) Aug. 6, 2012, at 5 p.m. (prevailing Eastern Time) as the deadline for each person or entity to file proofs of claim against the Debtors; and b) Sept. 28, 2012, at 5 p.m. as the deadline for each Governmental Unit to file a proof of claim in respect of a prepetition claim against any of the Debtors. Proofs of claim may be delivered: * by hand or overnight courier to: Pinnacle Airlines Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 The United States Bankruptcy Court, SDNY One Bowling Green, Room 534 New York, NY 10004-1408 or * by mailing the original proof of claim to: Pinnacle Airlines Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5071 New York, NY 10150-5071 A hearing on June 27 at 9:45 a.m. has been set for the proposed bar dates. About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Debtor-affiliate Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060 in liabilities as of the Chapter 11 filing. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PREMIER PAVING: U.S. Trustee Names 4-Member Creditors Committee --------------------------------------------------------------- Richard A. Wieland, the U.S. Trustee for the District of Colorado, appointed four creditors to serve on the Official Unsecured Creditors Committee in the Chapter 11 case of Premier Paving, Inc. The Committee members are: 1. Suncor Energy (U.S.A.), Inc. 717 17th St., Ste. 2900 Denver, CO 80202 Tel: (303) 796-2689 Fax: (303) 793-8057 E-mail: jrock@suncor.com 2. Power Motive Corporation 5000 Vasquez Blvd. Denver, CO 80216 Tel: (303) 355-5900 Fax: (303) 388-9328 E-mail: tsuits@powermotivecorp.com 3. Kevin D. McCarthy, Inc. DBA McCarthy Trucking 16480 Cavanaugh Rd. Keenesburg, CO 80643 Tel: (303) 901-5034 Fax: (303) 655-0524 Email: hywman@aol.com 4. TriState Oil Reclaimers, Inc. 1770 Otto Rd. Cheyenne, WY 82001 Tel: (307) 635-5332 Fax: (307) 632-3247 E-mail: tsocheyenne1@yahoo.com The Trial Attorney for the U.S. Trustee is: Alan K. Motes, Esq., 999 18th Street, Suite 1551 Denver, CO 80202 Tel: (303) 312-7999 Fax: (303) 312-7259 fax E-mail: Alan.Motes@usdoj.gov Denver, Colorado-based Premier Paving Inc. -- http://www.premierpavinginc.com/-- operates a full-service highway construction company, which services include paving, grading and milling, geo-textiles, trucking, traffic control and quality control. Premier Paving also owns and operates an asphalt plant. Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-16445) on April 2, 2012. Judge Michael E. Romero presides over the case. Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated up to $50 million in assets and debts. The petition was signed by David Goold, treasurer. PREMIER PAVING: Government Claims Bar Date Set for Oct. 29 ---------------------------------------------------------- Government entities have until Oct. 29, 2012, to file proofs of claim in the Chapter 11 case of Premier Paving Inc. Non- government entities and holders of administrative claims had until June 18 to file proofs of claim. Denver, Colorado-based Premier Paving Inc. -- http://www.premierpavinginc.com/-- operates a full-service highway construction company, which services include paving, grading and milling, geo-textiles, trucking, traffic control and quality control. Premier Paving also owns and operates an asphalt plant. Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-16445) on April 2, 2012. Judge Michael E. Romero presides over the case. Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated up to $50 million in assets and debts. The petition was signed by David Goold, treasurer. A four-member Official Unsecured Creditors Committee has been appointed in the case. PRINCE SPORTS: Top U.K. Sports Retailer Vying to Bid ---------------------------------------------------- Peg Brickley at Dow Jones' DBR Small Cap reports that Prince Sports Inc. has a surprise suitor willing to pay $20 million or more for the brand identified with stars such as Jimmy Connors and Martina Navratilova: Britain's Brand Holdings Ltd. Meanwhile, Jamie Santo at Bankruptcy Law360 reports that Prince Sports put its reorganization back on track Tuesday after four hours of volleying in Delaware court between the racket maker and its unsecured creditors resulted in the approval of an expanded $74 million licensing agreement and other key pacts. Bankruptcy Law360 relates that Prince and the official committee of its unsecured creditors reached a global agreement that netted $4 million for the creditors, which withdrew all opposition to Prince's proposed motions. 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. PRINCIPLE STEEL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Principle Steel Group, Inc. 5510 East Broadway Avenue Spokane, WA 99212 Bankruptcy Case No.: 12-02734 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: Barry W. Davidson, Esq. DAVIDSON BACKMAN MEDEIROS, PLLC 601 W. Riverside Avenue, Suite 1550 Spokane, WA 99201 Tel: (509) 624-4600 Fax: (509) 623-1660 E-mail: bdavidson@dbm-law.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/waeb12-02734.pdf The petition was signed by George D. Hansen, III, president. PROTEONOMIX INC: Incurs $2.2 Million Net Loss in 1st Quarter ------------------------------------------------------------ Proteonomix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shares of $2.19 million on $2,290 of sales for the three months ended March 31, 2012, compared with a net loss applicable to common shares of $299,524 on $8,165 of sales for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $6.99 million in total assets, $6.64 million in total liabilities and $356,650 in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/oILRae About Proteonomix Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/-- is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives. The Company reported a net loss applicable to common shares of $1.38 million in 2011, compared with a net loss applicable to common shares of $3.47 million in 2010. After auditing the financial statements for the year ended Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has sustained significant operating losses and is currently in default of its debt instrument and needs to obtain additional financing or restructure its current obligations. PROVIDENCE, R.I.: Retirees to Vote on Deal to Avoid Bankruptcy -------------------------------------------------------------- Ted Nesi, WPRI.com reporter, and Tim White, Target 12 Investigator, report that retired police officers and firefighters in Providence, Rhode Island, start voting Tuesday, June 26, on whether to accept a proposed settlement to keep the city out of bankruptcy by voluntarily reducing their pension and health benefits. According to the report, city retirees are meeting behind closed doors Tuesday from 10 a.m. to noon at Rhode Island College for an informational briefing on the proposed settlement. Retirees will begin voting in person and by mail on whether to approve the settlement after the briefing, according to documents obtained by WPRI.com. The report says the retirees' ballots will be counted on Thursday next week and Superior Court Judge Sarah Taft-Carter will be advised of the outcome on Friday, the documents show. If the retirees reject the deal, the lawsuit they filed challenging the city's attempt to move them to Medicare will move forward. Taft Manzotti, president of the Providence Fraternal Order of Police, told WPRI.com last Tuesday, June 19, that active police officers and firefighters are scheduled to vote on the settlement in July. The report relates a spokesman for Providence Mayor Angel Taveras was not immediately available for comment. The report notes he has previously warned the city will be forced into bankruptcy if it can't restructure their benefits, including 5% and 6% compounded annual cost-of-living (COLA) increases for about one in four retired public-safety personnel. R.E. LOANS: Inks Deal Moving Causes of Action's Objection Deadline ------------------------------------------------------------------ R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of Texas to approve a Fourth Supplemental Stipulation extending the deadline for the Debtors to file a complaint asserting all or any part of the Residual Alleged Causes of Action to the date that is 10 days after the Bankruptcy Court enters an order denying confirmation of the Debtors' Fourth Amended Plan. The stipulation was entered among the Debtors, the Official Committee of Note Holders in the R.E. Loans' case, and Wells Fargo Capital Finance, LLC. On Nov. 23, 2011, the Court entered the joint stipulation and agreed final order: (i) authorizing the Debtors to (a) obtain postpetition financing on a super-priority, secured and priming basis in favor of Wells Fargo Capital Finance, LLC; (b) use cash collateral on a final basis. The final financing order provides that Dec. 31, 2011, was the deadline for the Debtors and Committee (if the Committee was granted standing to assert such claims) to file any objection, complaint or other challenge based on the provisions set forth in Paragraph 9(x) and sub-paragraphs (8)(a), 8(b), 8(c)(i) and 8(d)(i) of the final financing order. The final financing order also provides that Feb. 29, 2012, is the deadline for the Debtors and Committee (if granted standing to assert such claims) to file any objection, complaint or other challenge based on the provisions set forth in Paragraph 9(y) and sub-paragraphs (8)(c)(ii), 8(d)(ii), 8(e) and 8(f) of the final financing order. On Feb. 21, 2012, the Committee delivered to the Debtors and Wells Fargo a draft expedited motion for authority to prosecute estate causes of action. On May 15, the Debtors filed their Fourth Amended Plan of Reorganization which provides for a complete release of the causes of action, including the Residual Alleged Causes of Action, against the Wells Fargo Group if the Debtors' Fourth Amended Plan becomes effective. The Debtors and Wells Fargo are engaged in discussions to finalize the exit credit facility, pursuant to the terms and conditions of the Exit Credit Facility Commitment Letter made a part of the final financing order, to be provided to the reorganized debtors by Wells Fargo to fund their operations after the effective date of the Debtors' Fourth Amended Plan. Wells Fargo has agreed to extend the extended deadline, solely as to Residual Alleged Causes of Action, and solely on the limited terms, in order to allow time for the parties to seek confirmation of the Debtors' Fourth Amended Plan and to cause the Debtors' Fourth Amended Plan to become effective. The stipulation also provides that, among other things: -- If the Debtors' Fourth Amended Plan is confirmed, on the Effective Date, the Debtors, the Estates, and the Reorganized Debtors will release the Wells Fargo Group of all claims, including the Residual Alleged Causes of Action (and all amendments thereto). -- If the Debtors' Fourth Amended Plan does not become effective, the release in favor of the Wells Fargo Group will not become effective. The parties are seeking by the Fourth Supplemental Stipulation to preserve the status quo with respect to the Residual Alleged Causes of Action until it can be determined whether or not the Debtors' Fourth Amended Plan will be confirmed and become effective. A full-text copy of the Fifth Amendment is available for free at http://bankrupt.com/misc/RELOANS_dipfinancing_stipulation.pdf About R.E. Loans R.E. Loans, LLC, was, for many years, in the business of providing financing to home builders and developers of real property. R.E. Future LLC and Capital Salvage own the real property obtained following foreclosure proceedings initiated by R.E. Loans against its borrowers. R.E. Loans is the sole shareholder of Capital Salvage and the sole member of R.E. Future. B-4 Partners LLC is the sole member of R.E. Loans. As a result of the multiple defaults by R.E. Loans' borrowers, R.E. Loans has transitioned from being a lender to becoming a property management company. Lafayette, California-based R.E. Loans, R.E. Future and Capital Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge Barbara J. Houser presides over the case. Stutman, Treister & Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne Sewell LLP, in Dallas, represent the Debtors as counsel. James A. Weissenborn at Mackinac serves as R.E. Loans' chief restructuring officer. The Debtors tapped Hines Smith Carder as their litigation and outside general counsel. The Debtors tapped Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as special counsel in real estate matters. R.E. Loans disclosed $713.6 million in assets and $886.0 million in liabilities as of the Chapter 11 filing. Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents the Official Committee of Note Holders as counsel. The Debtors' Plan provides that the rights of the Noteholders and the Holders of General Unsecured Claims will depend on whether the Noteholders vote to accept the Plan and implement the Plan Compromise. No payments will be made by the Reorganized Debtors on account of any Allowed Claims (other than Secured Tax Claims) until the Wells Fargo Exit Facility is indefeasibly paid in full in Cash. RBS GLOBAL: Moody's Raises Corp. Family Rating to 'B2' ------------------------------------------------------ Moody's Investors Service upgraded RBS Global, Inc.'s corporate family and probability of default ratings to B2 from B3, the senior secured credit facilities to Ba2 from Ba3, the senior unsecured notes to B3 from Caa1 and the speculative grade liquidity rating to SGL-1 from SGL-2. RBS is a wholly-owned subsidiary of Rexnord Corporation. The rating outlook is stable. Upgrades: Issuer: RBS Global, Inc. Probability of Default Rating, Upgraded to B2 from B3 Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Bank Credit Facility due Mar 15, 2017, Upgraded to Ba2 LGD2, 19 % from Ba3 LGD2, 16 % Senior Secured Bank Credit Facility due Apr 1, 2018, Upgraded to Ba2 LGD2, 19 % from Ba3 LGD2, 16 % Senior Unsecured Regular Bond/Debenture due Sep 1, 2016, Upgraded to B3 LGD5, 75 % from Caa1 LGD4, 68 % Senior Unsecured Regular Bond/Debenture due May 1, 2018, Upgraded to B3 LGD5, 75 % from Caa1 LGD4, 68 % Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Ratings Rationale The upgrade of the corporate family rating to B2 from B3 primarily reflects improved financial leverage as a result of the initial public offering (IPO) by Rexnord Corporation, and the use of proceeds to redeem $300 million of subordinated co-issued by its operating subsidiaries RBS and Rexnord LLC. Pro forma for the IPO and debt repayment, Debt to EBITDA (reflecting Moody's adjustments) was approximately 6.2 times at the end of fiscal year 2012. The B2 CFR reflects still high financial leverage after the IPO, as well as economic uncertainties in Europe, which accounts for approximately 17% of the company's fiscal 2012 revenue. Furthermore, the company's water business is driven primarily by construction, new home starts and municipality expansions which are all expected to remain weak in the near term. Nonetheless, the ratings are supported by the company's proven ability to generate positive free cash flow, very good liquidity, expectation for additional deleveraging due primarily to the anticipated performance for its process and motion control segment, and a good debt maturity profile. The upgrade of the speculative grade liquidity rating to SGL-1 from SGL-2 reflects a very good liquidity profile supported by over $400 million in cash balances (immediately after the close of the IPO and after related debt repayments) and about $220 million available on the $265 million revolver. Moody's expects good headroom under its financial covenants over the next year. The stable outlook reflects Moody's expectation for mid-single digit revenue growth and relatively stable margins over the next year. Debt to EBITDA should improve to about 5.5 times in fiscal 2013. The ratings could be upgraded if the company substantially improves financial strength metrics through sustained operating income growth or further debt repayments from operating cash flow or equity offerings. Quantitatively, sustained debt to EBITDA below 4.0 times, free cash flow to debt above 8.0% and EBIT to interest above 2.0 times would support positive ratings action. A significant decline in revenue and operating margin or a large debt financed acquisition that leads to weakening credit metrics could pressure the ratings. Quantitatively, if Debt to EBITDA is expected to be sustained at over 6.0 times the rating, the ratings could be downgraded. The principal methodology used in rating RBS was the Global Manufacturing 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. Rexnord Corporation, headquartered in Milwaukee, WI, is the indirect parent of RBS Global, Inc. RBS is an industrial company comprised of two business segments: Process and Motion Control (about 65% of revenues) and water management (about 35% of revenues). Revenues for the twelve months ended March 31, 2012 totaled approximately $2.0 billion. Apollo Management, L.P. through its affiliates, is the majority owner of RBS. RG STEEL: Committee Opposes Quick Sale and Financing ---------------------------------------------------- The newly minted unsecured creditors of RG Steel LLC on Tuesday blasted the steelmaker's proposal for an upcoming mill auction in Delaware bankruptcy court, calling it a fire sale that would not give potential buyers enough time to forge compelling bids. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the creditors committee claims that the "fire sale" benefits no one other than the owners, who have "questionable junior secured claims." RG Steel is scheduled to ask today, June 21, the U.S. Bankruptcy Court in Delaware to approve auction and sale procedures for the three main plants in Sparrows Point, Maryland; Warren, Ohio; and Wheeling, West Virginia. No buyer is yet under contract. According to the report, the committee is urging the judge to postpone approval of sale procedures until July 10. The company said that a quick sale is mandated by financing provided by first- lien lenders. In response, the committee contends that the first- lien lenders are fully secured. A quick sale, in the view of the committee, would benefit the owners by allowing them to use their junior liens to retain control while receiving broad releases and liens on lawsuits. At the hearing June 21, the court will also consider final approval of the financing. The creditors committee is asking the court to reject RG Steel's June 4 motion to approve a debtor-in- possession financing package from parent The Renco Group Inc., according to Bankruptcy Law360. The committee has seven members, including trade suppliers, the United Steelworkers' union and the Pension Benefit Guaranty Corp. 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. RG STEEL: Esmark Steel Bids for Wheeling Corrugating Plant ---------------------------------------------------------- WTRF.com reports that Esmark Steel has made a bid to get the Wheeling Corrugating plant back from RG Steel LLC. Jacqueline Palank at Bankruptcy Beat relates that RG Steel is expected to auction the Wheeling Corrugating unit, along with RG Steel's main plants in three states, as required by lenders under the terms of the financing they've provided for RG Steel. According to Ms. Palank, Wheeling Corrugating employees say they hope that the company would be sold as a still-operating entity. Workers at Wheeling Corrugating wrote to Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware, asking the judge to make sure their company isn't overlooked in the bankruptcy case of its owner, Jacqueline Palank at Bankruptcy Beat reports. According to Ms. Palank, the workers were driven by a concern that they "may not be properly represented" in the case. WTRF.com quoted Esmark CEO Jim Bouchard as saying, "If Esmark is successful in its purchase that would save 200-plus jobs. The bid also includes the purchase of RG Steel Wheeling Headquarters. We have the support of the union in this bid." 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. ROOMSTORE INC: Lucy L. Thomson Named as Consumer Privacy Ombudsman ------------------------------------------------------------------ W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed Lucy L. Thomson of Alexandria, Virginia, as consumer privacy ombudsman in the Chapter 11 case of RoomStore, Inc. The appointment was pursuant to a Court order dated April 17, 2012. The U.S. Trustee has determined after inquiry that Ms. Thomson is qualified to hold this position and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. As reported in the Troubled Company Reporter on May 21, 2012, the Debtor obtained permission to appoint a consumer privacy ombudsman in connection with its proposed sale of its customer information for its stores within the state of Texas. The Debtor is seeking to sell certain assets to Furniture Asset Acquisition, LLC. About RoomStore Inc. Richmond, Virginia-based RoomStore, Inc., operates retail furniture stores and offers home furnishings through Furniture.com, a provider of Internet-based sales opportunities for regional furniture retailers. RoomStore was founded in 1992 in Dallas, Texas, with four retail furniture stores. With more than $300 million in net sales for its fiscal year ending 2010, RoomStore was one of the 30 largest furniture retailers in the United States. RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-37790) on Dec. 12, 2011, following store-closing sales at four of its retail stores, located in Hoover, Alabama; Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore, Maryland. When it filed for bankruptcy, the Company operated a chain of 64 retail furniture stores, including both large-format stores and clearance centers in eight states: Pennsylvania, Maryland, Virginia, North Carolina, South Carolina, Florida, Alabama, and Texas. It also had five warehouses and distribution centers located in Maryland, North Carolina, and Texas that service the Retail Stores. RoomStore also owns 65% of Mattress Discounters Group LLC, which operates 83 mattress stores (as of Aug. 31, 2011) in the states of Delaware, Maryland and Virginia and in the District of Columbia. RoomStore acquired the Mattress Discounters stake after it filed its second bankruptcy in 2008. Mattress Discounters sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter 11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on March 14, 2003. Judge Douglas O. Tice, Jr., presides over RoomStore's case. Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., serves as the Debtor's financial advisors and consultants. RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million in total assets, $60.3 million in total liabilities, and stockholders' equity of $10.1 million. The petition was signed by Stephen Girodano, president and chief executive officer. Liquidator Hilco Merchant Resources, Inc., is represented in the case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler Fleischer, P.C. The U.S. Trustee for Region 4 named seven members to the official committee of unsecured creditors in the case. ROSETTA GENOMICS: To Terminate License Agreement with Avatao ------------------------------------------------------------ Rosetta Genomics Ltd. delivered notice to Avatao Biotech that it was terminating the License Agreement, dated as of Oct. 10, 2011, by and between Rosetta and Avatao for material breach due to: (i) Avatao's failure to timely make payments due to Rosetta under the Agreement; and (ii) Avatao's failure to use commercially reasonable efforts to bring the licensed tests to market and failure to achieve diligence milestones under the Agreement. Pursuant to the terms of the Agreement, if the amounts due are not paid to Rosetta within 30 days, or if the sums are paid within 30 days, but reasonably commercial efforts are not undertaken or the diligence milestones are not achieved within 60 days, the termination of the Agreement will be immediately effective. Upon the termination of the Agreement, all licenses provided to Avatao will be terminated and Avatao will be required to transfer back to Rosetta ownership of any registered patents or patent applications as well as any property which Avatao has received from Rosetta. About Rosetta Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. In its auditors' report for the 2011 financial statements, Kost Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed substantial doubt about Rosetta Genomics' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and generated negative cash flows from operating activities in each of the three years in the period ended Dec. 31, 2011. The Company reported a net loss after discontinued operations of $8.83 million on $103,000 of revenues for 2011, compared with a net loss after discontinued operations of $14.76 million on $279,000 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.04 million in total assets, $2.40 million in total liabilities, and a stockholders' deficit of $356,000. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2011, "We have used substantial funds to discover, develop and protect our microRNA tests and technologies and will require substantial additional funds to continue our operations. Based on our current operations, our existing funds, including the proceeds from the January 2012 debt financing, will only be sufficient to fund operations until late May, 2012. We intend to seek funding through collaborative arrangements and public or private equity offerings and debt financings. Additional funds may not be available to us when needed on acceptable terms, or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then-existing shareholders may result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development or approved tests or products that we would otherwise pursue on our own. Our failure to raise capital when needed will materially harm our business, financial condition and results of operations, and may require us to seek protection under the bankruptcy laws of Israel and the United States. ROYAL HOSPITALITY: Wins Confirmation of Reorganization Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York confirmed Royal Hospitality LLC's First Amended Plan of Reorganization dated Jan. 30, 2012. As reported in the Troubled Company Reporter on Feb. 20, 2012, according to the Disclosure Statement, the Debtor proposes a 100% payment to creditors under its Plan. The Debtor believes that its revenue will exceed $2,000,000 per year while its expenses will be approximately $1,350,000, generating at least $650,000 per year to pay mortgage holders and unsecured creditors. The Debtor disclosed that it has settled a lawsuit for breach of contract by Lumberjack Pass Amusements, LLC seeking over $1,000,000 from the Debtor and its principals and revocation of an easement for water and sewer. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ROYAL_HOSPITALITY_ds_amended.pdf The terms of the confirmation order is available for free at: http://bankrupt.com/misc/ROYALHOSPITALITY_plan_order.pdf About Royal Hospitality LLC Royal Hospitality LLC, dba Comfort Suites, has been operating the Comfort Suites in Lake George, New York since May 2007. It filed for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on Aug. 19, 2010. The Debtor disclosed $13,432,001 in assets and $11,154,770 in liabilities as of the Petition Date. Richard L. Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the Debtor as counsel. BST Valuation & Litigation Advisors LLC serves as accountant to prepare and advise the implementation of cash management and other services. Harry Snyder, Esq., was appointed mediator in the bankruptcy case of Royal Hospitality LLC. S&N NORTHWOOD: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: S&N Northwood Realty Associates, LLC 16 Deer Run Lane Northwood, NH 03261 Bankruptcy Case No.: 12-11973 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: Peter N. Tamposi, Esq. THE TAMPOSI LAW GROUP, P.C. 159 Main Street Nashua, NH 03060 Tel: (603) 204-5513 E-mail: peter@thetamposilawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nhb12-11973.pdf The petition was signed by Steven W. Prescott, manager. SBMC HEALTHCARE: Pre-Bankruptcy Claim Won't Disqualify Lawyer ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a law firm owed $128,000 isn't disqualified from representing a company in Chapter 11 if the firm agrees the pre- bankruptcy claim will be paid only after unsecured creditors are paid in full. The report recounts that the case involved a shuttered hospital where the law firm was owed $128,000 for pre-bankruptcy services. The U.S. Trustee opposed approval of the firm's retention when the proposal entailed paying the pre-bankruptcy claim from the owner's recovery after all creditors are paid in full. According to the report, U.S. Bankruptcy Judge Jeff Bohm in Houston approved the engagement this week in a 24-page opinion. Judge Bohm said he agreed with a decision from September 2010 by U.S. Bankruptcy Judge D. Michael Lynn in Fort Worth, Texas, ruling that the existence of a pre-bankruptcy claim isn't an automatic disqualification from representing a bankrupt in Chapter 11. To decide whether the claim is a disqualification, Judge Bohm used a "totality of the circumstances approach." He concluded that 11 of 14 factors favored allowing the engagement and payment arrangement. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. In its schedules, the Debtor disclosed $40,149,593 in total assets and $8,684,550 in total liabilities. Marilee A. Madan, P.C., is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C., serves as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. According to Chron.com, the Spring Branch Medical Center closed in 2010 after more than 50 years in operation. The property was later purchased by McVey & Co. and was scheduled to reopen as an acute care facility in spring of 2011. SBMC HEALTHCARE: Doesn't Need Patient Care Ombudsman, Court Says ---------------------------------------------------------------- Chief Bankruptcy Judge Jeff Bohm held that a patient care ombudsman SBMC Healthcare LLC is not required to have a patient care ombudsman because an ombudsman is not necessary for the protection of SBMC Healthcare patients under the specific facts of the Debtor's case, and not necessary to monitor the quality of patient care and to represent the interests of patient of health care business. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. In its schedules, the Debtor disclosed $40,149,593 in total assets and $8,684,550 in total liabilities. Marilee A. Madan, P.C., is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C., serves as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. SEQUENOM INC: Eight Directors Elected at Annual Meeting ------------------------------------------------------- Sequenom, Inc., held its annual meeting on June 11, 2012, at which the Company's stockholders (i) elected Ernst-G�nter Afting, Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Richard A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P. Slacik as directors to hold office until the Company's annual meeting of stockholders in 2013, (ii) approved an amendment to the Company's 2006 Equity Incentive Plan to increase the number of shares of the Company's common stock available for issuance under that plan by 5,000,000 shares, (iii) did not approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement, and (iv) ratified the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2012. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. The Company reported a net loss of $74.15 million in 2011, a net loss of $120.84 million in 2010, and a net loss of $71.01 million in 2009. The Company's balance sheet at March 31, 2012, showed $171.88 million in total assets, $43.31 million in total liabilities, and $128.56 million in total stockholders' equity. SHUANEY IRREVOCABLE: Bank Fails in Bid to Suspend Chapter 11 ------------------------------------------------------------ Judge William S. Shulman of the U.S. Bankruptcy Court for the Northern District of Florida denied the motion of Beach Community Bank to stay the Chapter 11 proceeding of Shuaney Irrevocable Trust pending the completion of an appeal of the Amended Order on the Debtor's Status as an Eligible Debtor. Yancey F. Langston, Esq., representing Beach Community Bank, said that at the time Shuaney filed bankruptcy, Shuaney and Beach Community Bank were involved two state court actions, one of which sought specific performance on a Purchase Agreement where Shuaney was the buyer of real estate owned by Beach Community Bank, and the other was an action on two Promissory Notes, both of which were in default, on a debt in excess of $12 million. The collateral securing the debt is substantially less than the amount owed. The bankruptcy action has delayed Beach Community Bank in its pursuit of the two actions. The bank said any further delay in its prosecution of its state court actions will cause it irreparable damage. By contrast, Mr. Langston contends that preserving the status quo will not harm the Debtor in anyway. A stay will simply maintain the status quo. In fact, beneficial to all, not the least of whom should be the court, is the needless time that will be saved if it is ultimately determined by the district court after a considerable amount of time and expense, that the Debtor was ineligible for bankruptcy in the first instance, Mr. Langston points out. He also notes a stay would save judicial resources and the expense of all parties involved should be the matter be stayed pending the appeal and the trust will not suffer any negative consequences as a result. Yancey F. Langston, Esq. MOORE, HILL & WESTMORELAND, P.A. 220 West Garden Street Pensacola, FL 32591-3290 Tel: (850) 434-3541 Fax: (850) 435-7899 Shuaney objected to the bank's request for stay pending appeal. The Debtor contends the appeal by Beach Community Bank is an interlocutory appeal, and that it intends to ask the District Court to dismiss the move. The Debtor points out Beach Community Bank has neither sought leave of the Bankruptcy Court to take an appeal of its order denying the bank's motion for dismissal of the Debtor's Chapter 11 filing; nor has the Court granted any such relief to Beach Community Bank. Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on Dec. 1, 2011. Judge William S. Shulman presides over the case. The Debtor scheduled $20,996,723 in assets and $19,625,890 in debts. The petition was signed by Michael P. Spellman, Trustee. SIAG AERISYN: U.S. Trustee Names 4-Member Creditors' Panel ---------------------------------------------------------- Samuel K. Crocker, the United States Trustee for Region 8, appointed four creditors to serve on the Official Committee of Unsecured Creditors in the Chapter 11 case of SIAG Aerisyn, LLC. The Committee members are: 1. AH Industries, Inc. Michael Hohl, President 15720 W. 108th Street, Ste. 310 Lenexa, KS 66219 Tel: 402-499-8238 Fax: 267-295-8449 E-mail: mh@ah-industries.com 2. SSAB Americas Jeff Fusek, Director 801 Warrenville Rd., Ste. 800 Lisle, IL 60532 Tel: 630-810-4754 Fax: 630-810-4697 E-mail: jeff.fusek@SSAB.com 3. Hempel (USA), Inc. Lance C. Arney 800 Taft Street Houston, TX 77019 Tel: 713-353-6699 Fax: 713-353-6698 E-mail: larney@moultonarney.com 4. Siskin Steel & Supply Co., Inc. Dan Youngman, Vice President of Operations 1901 Riverfront Parkway Chattanooga, TN 37408 Tel: 423-756-3761 Fax: 423-756-0670 E-mail: youngmand@siskin.com Siskin is represented by: Harry Cash, Esq. Suite 900, Republic Centre 633 Chestnut Street Chattanooga, TN 37450 Tel: 423-756-8400 Fax: 423-756-6518 E-mail: hcash@gkhpc.com About SIAG Aerisyn SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its hometown in Chattanooga, Tennessee. The Debtor manufactures wind towers essential for wind turbines as alternative energy sources. The plant is located in Chattanooga, employing roughly 84 persons. Judge Shelley D. Rucker presides over the case. Samples, Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11 counsel. Wormser, Kiely, Galef & Jacobs, LLP, serves as special counsel. Jerome Luggen of Cincinnati Industrial Auctioneers, Inc., was tapped as appraiser of the Debtor's equipment. The Debtor estimated up to $50 million in assets and debts. SIAG AERISYN: Files Schedules of Assets and Liabilities ------------------------------------------------------- SIAG Aerisyn, LLC, filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A - Real Property $0 B - Personal Property $18,728,994 C - Property Claimed as Exempt D - Creditors Holding Secured Claims $7,544,169 E - Creditors Holding Unsecured Priority Claims $122,520 F - Creditors Holding Unsecured Nonpriority Claims $16,595,164 ------ ----------- Total $18,728,994 $24,261,855 About SIAG Aerisyn SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its hometown in Chattanooga, Tennessee. The Debtor manufactures wind towers essential for wind turbines as alternative energy sources. The plant is located in Chattanooga, employing roughly 84 persons. Judge Shelley D. Rucker presides over the case. Samples, Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11 counsel. Wormser, Kiely, Galef & Jacobs, LLP, serves as special counsel. Jerome Luggen of Cincinnati Industrial Auctioneers, Inc., was tapped as appraiser of the Debtor's equipment. The Debtor estimated up to $50 million in assets and debts. A four-member Official Unsecured Creditors Committee has been appointed in the case. SKINNY NUTRITIONAL: Has Settlement Agreement with Ironridge ----------------------------------------------------------- Skinny Nutritional Corp. and Ironridge Global IV, Ltd., entered into a settlement agreement regarding a previously entered Order for Approval of Stipulation for Settlement of Claims between the Company and Ironridge that was entered into on Jan. 23, 2012, and approved by the Superior Court of the State of California, County of Los Angeles, Central District. The agreement seeks to resolve the Company's future obligations under that Stipulation. The agreement provides for the following transactions in furtherance of its purpose: (i) the sale by Creditor to third parties of 50,000,000 shares of the Common Stock of the Company at a price of $.007 per share for aggregate gross proceeds of $350,000; (ii) the issuance by the Company to Ironridge of 20,000,000 additional shares of Common Stock of the Company pursuant to the Stipulation; and (iii) the payment by the Company to Creditor of $350,000. The agreement provides that, upon payment in full by the Company to Creditor of all amounts, and any required performance by third parties, the Stipulation will be fully performed and the Company will have no further obligations thereunder to Creditor. The agreement also includes a mutual general release of claims. Ironridge has notified the Company that required third party actions under the agreement were not fully completed. The Company believes that it has performed its obligations under the agreement and that any failure to perform by third parties is not within its control. Ironridge has issued correspondence to the Company claiming additional shares for the alleged breach. The Company disputes those claims. Pursuant to the adjustment mechanism specified in the Stipulation, on June 4, 2012, the Company issued an additional 21,000,000 shares of Common Stock to Ironridge. Further, in connection with the agreement, the Company issued an additional 20,000,000 shares of Common Stock to Ironridge on June 8, 2012, pursuant to the adjustment mechanism. In connection with the transactions, on June 7, 2012, the Company obtained an increased commitment in the principal amount of $300,000 from its lender, United Capital Funding Corp., and a loan in the principal amount of $50,000 from Michael Salaman, the Company's Chief Executive Officer and Chairman. These loans are evidenced by promissory notes issued by the Company. Both of the promissory notes are due and payable in 60 days and bear interest at the rate of 12% per annum. The promissory note issued to United Capital Funding Corp. is secured by all of the Company's inventory and accounts receivable. United Capital Funding Corp. currently provides the Company with a credit line under a Factoring Agreement, which credit is secured by all of the Company's inventory and accounts receivable under a Loan Agreement dated as of April 1, 2009. The repayment of the promissory note issued to United Capital Funding Corp. is personally guaranteed by Mr. Salaman. Pursuant to the promissory note issued to United Capital Funding Corp., the Company agreed to issue 3,000,000 shares of Common Stock to United Capital Funding Corp. About Skinny Nutritional Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB) -- http://www.SkinnyWater.com/-- has developed and is marketing a line of enhanced waters, all branded with the name "Skinny Water" that are marketed and distributed primarily to calorie and weight conscious consumers. The Company reported a net loss of $7.66 million in 2011, compared with a net loss of $6.91 million in 2010. The Company's balance sheet at March 31, 2012, showed $2.15 million in total assets, $4.62 million in total liabilities, all current, and a $2.47 million stockholders' deficit. In its audit report for the 2011 financial statements, Marcum LLP, in Bala Cynwyd, Pennsylvania, 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 $3.17 million, an accumulated deficit of $45,492,945, stockholders' deficit of $1.74 million and no cash on hand. The Company had net losses of $7.67 million and $6.91 million for the years ended Dec. 31, 2011, and 2010, respectively. Additionally, the Company is currently in arrears under its obligation for the purchase of trademarks. Under the agreement, the seller of the trademarks may choose to exercise their legal rights against the Company's assets, which includes the trademarks. SMART BALANCE: S&P Assigns B+ Corp. Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Paramus, N.J.-based Smart Balance Inc. The outlook is stable. "We also assigned a 'B+' issue-level rating to Smart Balance's proposed $280 million senior secured credit facility, consisting of a $40 million revolving credit facility due 2017 and a $240 million senior secured term loan due 2018. The recovery rating on this debt is '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default. The debt is held by several of Smart Balance's wholly owned subsidiaries, including GFA Brands Inc., and guaranteed by Smart Balance. We understand the company will use the proceeds from the proposed term loan along with cash on hand to fund the acquisition of Udi's Healthy Foods LLC, to refinance existing debt, and to pay transaction fees and expenses. The ratings are subject to review upon receipt of final documentation," S&P said. "The ratings on Smart Balance reflect our view that it has an 'aggressive' financial risk profile and a 'vulnerable' business risk profile. Key credit factors in our business risk assessment include the company's narrow product focus, customer and supplier concentration, and small size relative to its financially stronger and larger competitors. Our business risk assessment also considers that the company will benefit from its participation and positioning in the faster growing 'functional foods' and gluten- free segments of the packaged food industry," S&P said. "Our view of Smart Balance's financial profile primarily reflects credit measures following the debt-financed acquisition of Udi's that we estimate will be in line with the indicative ratios for an aggressive financial risk profile, which includes adjusted leverage in the 4x to 5x range and funds from operations (FFO) to total debt of 12% to 20%," S&P said. "Smart Balance is a marketer of functional food products, distributing a line of heart-healthy and low-fat foods, including buttery spreads, enhanced milks, popcorn, peanut butter, cooking/salad oil and sprays, mayonnaise, and other grocery items. The company expanded into the gluten-free foods category with the August 2011 acquisition of Glutino Food Group," S&P said. "We believe that the pending acquisition of Udi's would strengthen the company's position in the small but fast growing gluten-free segment of the packaged food industry," said Standard & Poor's credit analyst Rick Joy. "The outlook on Smart Balance is stable, reflecting our expectation that the company will maintain adequate liquidity and continue to improve operating performance over the near term, while strengthening credit measures over the next year," S&P said. SOURCEHOV LLC: S&P Raises Corp. Credit Rating to 'B+' ----------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Dallas-based SourceHOV LLC to 'B+' from 'B'. The outlook is stable. "At the same time, we raised the issue-level rating on the company's first-lien senior secured debt to 'BB-' from 'B+'. The '2' recovery rating on the debt remains unchanged and indicates our expectation of substantial (70%-90%) recovery in the event of default," S&P said. "In addition, we raised the issue-level rating on the company's second-lien senior secured debt to 'B-' from 'CCC+'. The '6' recovery rating on the debt remains unchanged and indicates our expectation of negligible (0%-10%) recovery in the event of default," S&P said. "The upgrade reflects the company's improved leverage profile due to revenue and EBITDA growth and realized cost synergies, as well as successful integration of HOV's operations," said Standard & Poor's credit analyst Christian Frank. "The ratings on SourceHOV reflect the company's 'weak' business risk profile, derived from its fragmented and competitive operating environment, partially offset by a material base of recurring revenues, high switching costs, and a diverse customer base, and an 'aggressive' financial risk profile, with pro forma leverage in the mid-5x area. We expect the company to deliver low- to mid-single-digit growth, with margins in the low-20% area, positive free cash flow, and modest de-leveraging over the next 12 months," S&P said. "The outlook is stable, reflecting our expectation that SourceHOV will sustain modest revenue growth with consistent EBITDA margins, generate positive annual free cash flow, and reduce leverage to the 5x area in 2013. An upgrade is unlikely given our view that the company's private-equity ownership structure precludes sustained de-leveraging," S&P said. "We could lower the rating if increased competition results in lower margins or the company pursues debt-financed acquisitions such that leverage increases to the 6x area on a sustained basis. In addition, we could lower the rating if completion of restructuring and integration actions does not result in positive annual free cash flow," S&P said. SP NEWSPRINT: Panel OK'd to Increase BDO Consulting's Fixed Fee --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of SP Newsprint Holdings LLC, et al., to (i) modify the terms of employment of BDO Consulting, a division of BDO USA, LLP as financial advisor; and (ii) increase the amount allocated in the Debtors's current DIO budget for BDO. As reported in the Troubled Company Reporter on May 24, 2012, The Official Committee of Unsecured Creditors in the Chapter 11 cases of SP Newsprint Holdings LLC, et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to modify the terms of retention of BDO Consulting, a division of BDO USA, LLP. The modification will reflect the increased amount allocated to BDO, the Committee's financial advisor, in the Debtors DIP budget so that it equals the amount allocated in the prior DIP budgets. BDO's prior monthly fixed fee included (i) a $75,000 per month fixed fee for the first three month of engagement; (ii) a $50,000 per month fixed fee for each month thereafter, plus (iii) the reimbursement of actual and necessary expenses. Subject to Court's approval, the Committee requests that the monthly fixed fee be modified as: -- BDO's flat fee for March 2012 through the conclusion of the Chapter 11 cases is increased from $50,000 to $83,000, which until the recent modification, did not exceed the monthly amount budgeted by the Debtors for the Committee's financial advisor; and -- BDO's monthly flat fee for December 2011, January 2012, and February 2012, is increased retroactively by $88,000 per month, once again, consistent with the Debtors' budgeted amount prior to the recent modification. About SP Newsprint Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers, Southeastern Paper Recycling and SP Newsprint Merger LLC -- and three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011. SP Newsprint Holdings LLC is a newsprint company controlled by polo-playing mogul Peter Brant. It is one of the largest producers of newsprint in North America. SP Recycling Corporation, a Georgia corporation and the Debtors' other operating company, was established in 1980 as a means for SP to secure a ready supply of recycled fiber, a key raw material for its newsprint. SP Newsprint is the second Brant-owned newsprint company to tumble into bankruptcy proceedings in recent years. Current and former affiliated entities are Bear Island Paper Company, L.L.C., Brant Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint, Inc., White Birch Paper Company. SP Newsprint Co., LLC, disclosed $318 million in assets and $323 million in liabilities as of the Chapter 11 filing. Judge Christopher S. Sontchi presides over the case. Joel H. Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr., Esq. at Cahill Gordon & Reindel LLP serve as the Debtors' lead counsel. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' Delaware counsel. AlixPartners LLP serves as the Debtors' financial advisors and The Garden City Group Inc. serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler PC. Ashby & Geddes, P.A., serves as its Delaware counsel, and BDO Consulting serves as its financial advisor. SPANISH BROADCASTING: Six Directors Elected at Annual Meeting ------------------------------------------------------------- Spanish Broadcasting System, Inc., held its annual meeting of stockholders on June 7, 2012. The stockholders elected Raul Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L. Shrinsky, Jose A. Villamil, and Mitchell A. Yelen as directors to hold office until such time as their respective successors have been duly elected and qualified. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. The Company's balance sheet at March 31, 2012, showed $468.90 million in total assets, $417.37 million in total liabilities, $92.34 million in cumulative exchangeable redeemable preferred stock, and a $40.82 million total stockholders' deficit. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. T SORRENTO: Files Schedules of Assets and Liabilities ----------------------------------------------------- T Sorrento Inc. filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A - Real Property $17,442,754 B - Personal Property $0 C - Property Claimed as Exempt D - Creditors Holding Secured Claims $5,121,368 E - Creditors Holding Unsecured Priority Claims $89,920 F - Creditors Holding Unsecured Nonpriority Claims $235,203 ------ ----------- Total $17,442,754 $5,446,491 About T Sorrento Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012. T Sorrento disclosed assets of $17.4 million and debts of $5.4 million in its schedules. The Debtor said it owns almost 60 acres of properties in Farmers Branch, Texas. The Debtor is a wholly-owned subsidiary of Transcontinental Realty Investors, Inc., a Nevada corporation. Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the Debtor's bankruptcy counsel. Judge Bruce A. Markell presides over the case. RMR Investments, Inc., has asked the Nevada Bankruptcy Court to transfer the venue of the case to the Northern District of Texas, Dallas Division, as the Debtor's principal office and principal place of business are located in Dallas and the mailing address for each of the Debtor's officers is also located in Dallas, Texas. RMR is represented by Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated; and James Patrick Shea, Esq., at Shea & Carlyon, Ltd. TCF FINANCIAL: Fitch Rates $150-Mil. Preferred Securities at 'BB-' ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB-' rating to TCF Financial Corporation's (TCF) $150 million non-cumulative perpetual preferred issuance. The securities will bear an annual coupon of 7.5%, payable quarterly. The securities are perpetual but are callable in five years. Quarterly coupons are payable on June 1, Sept. 1, Dec. 1, and March 1 of each year (commencing on Sept. 1, 2012). Bank hybrid securities, such as this preferred issuance, are notched down from the issuing entity's viability rating ('bbb+' in the case of TCF). The notch differential reflects an assessment of loss severity of the preferred issuance relative to the average recoveries assumed for a typical bank senior debt instrument. The differential is also indicative of incremental non-performance risk. In this case, the hybrid instrument is rated five notches lower than TCF's viability rating. This reflects the designed loss absorbing nature of the preferred stock as well as its non- cumulative or deferral feature. Proceeds of the offering are intended to be used to redeem all of TCF's $115 million, 10.75% junior subordinated notes. The remainder will be used for general corporate purposes, which may include capital to support additional asset growth. The notes are intended to qualify as Tier 1 capital of TCF Financial Corporation. TEN SAINTS: Exclusive Solicitation Period Extended to July 8 ------------------------------------------------------------ The Bankruptcy Court extended Ten Saints LLC's exclusive period to secure acceptance of its plan of reorganization up to and including July 8, 2012. Four related Las Vegas, Nevada-based entities sought Chapter 11 bankruptcy protection on July 13, 2011. The businesses are owned or managed by local business people and firms, including Todd Nigro, Nigro Development LLC, a Nigro family trust and other investors. Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns the Vons-anchored Horizon Village Square Shopping Center near I-515 and Horizon Drive in Henderson. The property includes five retail buildings with nearly 43,000 square feet of space. Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134- room Hampton Inn & Suites at St. Rose Parkway and Seven Hills Drive in Henderson. Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11- 21026) owns the Desert Canyon Business Park at Russell Road and the Las Vegas Beltway. It has two buildings and 15 acres. Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office building at 9115 W. Russell Road occupied by Bank of George, Infinity Plus LLC and Nigro Construction Inc. Todd Nigro said the four bankruptcies were caused by threatened foreclosures -- typically related to Wells Fargo Bank demanding payments to keep loan-to-value ratios at specified levels. Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon Silver serve as the Debtors' bankruptcy counsel. The bankruptcy petitions estimated assets and debts from $1 million to $10 million each for Nigro HQ; and from $10 million to $50 million in both assets and debts for Horizon Village, Ten Saints and Beltway One. The cases are not jointly administered. A fifth related business, Russell Boulder LLC, filed for bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010. It owns the 600-suite Siena Suites extended stay property at Boulder Highway and Russell Road. Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as counsel. TERESA GIUDICE: Negotiations to Sell Property Ongoing ----------------------------------------------------- Teresa Giudice's bankruptcy case isn't likely to be concluded in 2012, Stephanie Gleason at Bankruptcy Beat reports, citing bankruptcy lawyer James Krindel. The case docket shows a June 15 status report from the U.S. Trustee saying that the debts won't be discharged, and that negotiations to sell certain property owned by Teresa and husband Joe through a limited-liability company are ongoing. The Star Ledger relates that Joe reached a settlement in his bankruptcy after he invoked his Fifth Amendment rights when questioned in court about his assets. The settlement didn't conclude Teresa's bankruptcy, nor did it discharge any of Joe's debt, says Ms. Gleason. Ms. Gleason quoted Mr. Krindel as saying, "We're attempting, as you know, to settle this thing. I know it's Teresa's intent to try to pay her creditors. We've made an offer to the U.S. trustee's office as well as to the Chapter 7 trustee, and they have not accepted that offer at this point." Ms. Gleason reports that to resolve an adversarial suit filed by the U.S. Trustee against her, Ms. Guidice agreed in December 2011 that none of her debt would be discharged in the Chapter 7 case. About the Giudices In June 2010, Teresa Giudice, who portrays a role in Real Housewives of New Jersey, and her husband, Joe, filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey. The Giudices owe creditors $10.85 million. Chapter 7 trustee John Sywilok sued the Giudices. The suit claimed that the Debtors concealed key documents about their finances and business transactions. Mr. Sywilok also accused the couple of making false statements under oath about their assets, income and expenses. USEC INC: Has $350MM Agreement with DOE for Centrifuge Research --------------------------------------------------------------- USEC Inc. and the Department of Energy have signed agreements to move forward with a $350 million cooperative research, development and demonstration program to confirm the technical readiness of the American Centrifuge, the next-generation U.S. uranium enrichment technology. "Our agreements reflect the importance of this U.S. technology to our national security and will validate the readiness of the American Centrifuge technology for commercial deployment," said John K. Welch, USEC president and CEO. "Over the last several months, we have been preparing our demonstration facility for installation of a full-scale commercial cascade with related plant infrastructure. With this RD&D agreement in place, we will move rapidly to build additional AC100 machines and related support systems to complete the demonstration cascade. "The program will demonstrate the American Centrifuge technology as the next generation of U.S. enrichment technology that is essential to meet our nation's future national security requirements. Upon completion by the end of next year, this RD&D program will fully demonstrate that the American Centrifuge technology is ready for commercial deployment. I would like to thank members of Congress for their bipartisan support for this project and DOE for its commitment to this vital technology," Welch said. The cooperative agreement between USEC and DOE defines the scope, funding and technical goals for the program. The total investment in the program will be up to $350 million, with DOE providing 80 percent, or $280 million, and USEC providing 20 percent, or $70 million, of the total. The RD&D program will support building, installing, operating, and testing commercial plant support systems and a 120-machine cascade that would be incorporated in the full commercial plant in Piketon, Ohio, which is planned to operate 96 identical cascades. The program will enhance the technical and financial readiness of the centrifuge technology for commercialization and support more than 1,000 direct jobs during the RD&D program. USEC and DOE will initially provide $110 million in cost-shared funding for the program. This is intended to last through the end of November. DOE's portion of the funding will come from taking the disposal obligation for a quantity of depleted uranium tails from USEC, releasing $87.7 million in cash for use in the RD&D program that USEC had previously committed as security for future tails disposition obligations. USEC will continue to work with Congress and DOE to pursue opportunities for funding the balance of the RD&D program. Appropriations bills providing FY 2013 funding have been approved by the House of Representatives and the Senate Appropriations Committee but have not yet been finalized. USEC recently formed American Centrifuge Demonstration, LLC (ACD) to carry out the program and has agreed to put in place a governance structure for ACD to provide enhanced program management and execution for the performance of the RD&D program, subject to USEC's requirements under its license from the Nuclear Regulatory Commission. This structure is anticipated to include a board of managers of ACD that will not be controlled by USEC. As an added measure of protection for taxpayers, USEC has granted DOE an irrevocable, non-exclusive royalty-free license in centrifuge intellectual property for government purposes. USEC and DOE also signed an agreement that grants DOE title to certain existing equipment used in the RD&D program as well as all equipment, such as centrifuge machines, produced or acquired as part of the RD&D program. USEC will lease the equipment from DOE, and DOE will transfer title of the equipment back to USEC if USEC proceeds with the deployment of the commercial plant. Finally, DOE and USEC have signed an amendment to the 2002 agreement to add milestones related to the successful completion of the RD&D program and to extend the existing milestones under the 2002 agreement related to the financing and construction of the American Centrifuge Plant. A copy of the Form 8-K is available for free at: http://is.gd/ZJRjRF About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. The Company reported a net loss of $540.70 million in 2011, compared with net income of $7.50 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion in total assets, $2.79 billion in total liabilities and $752.40 million in total stockholders' equity. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. VALENCE TECHNOLOGY: Gets Further NASDAQ Delisting Notification -------------------------------------------------------------- Valence Technology, Inc., received a second written notice from The NASDAQ Stock Market indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2). On Dec. 13, 2011, the NASDAQ Staff initially notified the Company that the bid price of its listed security had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the "Rule"). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until June 11, 2012, to regain compliance with the Rule. Per the Rule, the Company has not regained compliance with the Rule and is not eligible for a second 180 day period because, in addition to not meeting the minimum bid price requirement, the Company has a negative stockholders' equity and, thus, does not meet the other initial listing standards for The NASDAQ Capital Market. However, under the NASDAQ rules, Valence is entitled to request an appeal hearing before the NASDAQ Listing Panel. A hearing request is being submitted and such request will stay the suspension of the Company's securities pending the Panel's decision. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company reported a net loss of $12.68 million on $45.88 million of revenue for the year ended March 31, 2011, compared with a net loss of $23.01 million on $16.08 million of revenue during the prior year. The Company reported a net loss of $10.07 million on $31.05 million of revenue for the nine months ended Dec. 31, 2011, compared with a net loss of $10.19 million on $31.97 million of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $35.71 million in total assets, $86.30 million in total liabilities, $8.61 million in redeemable preferred stock, and a $59.20 million total stockholders' deficit. Going Concern As a result of the Company's limited cash resources and history of operating losses there is substantial doubt about its ability to continue as a going concern. The Company presently has no further commitments for financing by its Chairman Carl Berg and or his affiliates. Recently, the Company has depended on sales of its common stock under the At-Market Issuance Agreement with Wm. Smith & Co and short term loans and stock sales with Mr. Berg. If the Company is unable to obtain additional financing from Mr. Berg, through its agreement with Wm. Smith & Co, or others on terms acceptable to the Company, or at all, the Company may be forced to cease all operations and liquidate its assets. As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's recurring losses from operations, negative cash flows from operations and net stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. VALENCE TECHNOLOGY: Settles Patent Dispute with Hydro-Quebec ------------------------------------------------------------ Valence Technology, Inc., settled its patent dispute with Hydro- Quebec, entering into a settlement agreement that resolves existing litigation with no monetary payment made by either side, and each party bearing its own costs and attorneys fees. Under the terms of the settlement, all claims in the litigation have been dismissed and Valence Technology is free to sell its proprietary lithium magnesium metal phosphate products, without liability to The University of Texas, Hydro-Quebec, or any of their related entities. In addition, Valence Technology's customers and suppliers are also removed from any liability related to the lawsuit. "The market has recognized the ability of phosphate-based lithium ion technology to meet the growing demand for reliable, high- performance energy storage in transportation, grid and commercial applications," stated Valence president and chief executive officer Robert L. Kanode. "We are very pleased with the outcome, and believe this is a total vindication of our long-held position that Valence was free to sell its products to whomever it wanted, wherever and whenever it wanted. This settlement ends an almost eight year legal dispute and we believe will help accelerate broad-based market penetration of lithium metal phosphate products." About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company reported a net loss of $12.68 million on $45.88 million of revenue for the year ended March 31, 2011, compared with a net loss of $23.01 million on $16.08 million of revenue during the prior year. The Company reported a net loss of $10.07 million on $31.05 million of revenue for the nine months ended Dec. 31, 2011, compared with a net loss of $10.19 million on $31.97 million of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $35.71 million in total assets, $86.30 million in total liabilities, $8.61 million in redeemable preferred stock, and a $59.20 million total stockholders' deficit. Going Concern As a result of the Company's limited cash resources and history of operating losses there is substantial doubt about its ability to continue as a going concern. The Company presently has no further commitments for financing by its Chairman Carl Berg and or his affiliates. Recently, the Company has depended on sales of its common stock under the At-Market Issuance Agreement with Wm. Smith & Co and short term loans and stock sales with Mr. Berg. If the Company is unable to obtain additional financing from Mr. Berg, through its agreement with Wm. Smith & Co, or others on terms acceptable to the Company, or at all, the Company may be forced to cease all operations and liquidate its assets. As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's recurring losses from operations, negative cash flows from operations and net stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. VITIS CELLARS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vitis Cellars Corporation P.O. Box 1542 Woodinville, WA 98072-1542 Bankruptcy Case No.: 12-16339 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Vickie V. Carleton, Esq. CBG LAW GROUP, PLLC 11100 NE 8th Street, Suite 380 Bellevue, WA 98004 Tel: (425) 283-0432 E-mail: vcarleton@hotmail.com Scheduled Assets: $2,120,020 Scheduled Liabilities: $2,254,743 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wawb12-16339.pdf The petition was signed by Rhonda Taylor, president. VITRO SAB: Appeals Decision Nixing Mexican Reorganization --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Vitro SAB on Tuesday appealed last week's ruling by the U.S. Bankruptcy Court in Dallas refusing to enforce the Mexican glassmaker's reorganization plan in the U.S. The bankruptcy judge previously said he will allow a direct appeal to the U.S. Court of Appeals in New Orleans, avoiding an intermediate appeal to a U.S. district judge. Concern that Vitro's reorganization plan would be enforced in the U.S. was causing Mexican companies to pay higher interest rates than companies in other Latin American countries. The suit in bankruptcy court to decide if the Mexican reorganization will be enforced in the U.S. is Vitro SAB de CV v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy Court, Northern District of Texas (Dallas). The bondholders' appeal in the circuit court is Ad Hoc Group of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239, U.S. Court of Appeals for the Fifth Circuit (New Orleans). About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. But an appellate court in Mexico reinstated the reorganization in April 2011. Following the reinstatement, Vitro SAB on April 14, 2011, re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754). The Vitro parent received sufficient acceptances of its reorganization by using the US$1.9 billion in debt owing to subsidiaries to vote down opposition by bondholders. The holders of US$1.2 billion in defaulted bonds opposed the Mexican reorganization plan because shareholders could retain ownership while bondholders aren't being paid in full. Vitro announced in March 2012 that it has implemented the reorganization plan approved by a judge in Monterrey, Mexico. In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. Blackstone Advisory Partners L.P. serves as financial advisor to the Committee. The U.S. Vitro companies sold their assets to American Glass Enterprises LLC, an affiliate of Sun Capital Partners Inc., for US$55 million. U.S. subsidiaries of Vitro SAB are having their cases converted to liquidations in Chapter 7, court records in January 2012 show. In December, the U.S. Trustee in Dallas filed a motion to convert the subsidiaries' cases to liquidations in Chapter 7. The Justice Department's bankruptcy watchdog said US$5.1 million in bills were run up in bankruptcy and hadn't been paid. On June 13, U.S. Bankruptcy Judge Harlin "Cooter" Hale in Dallas June 13 entered a ruling that precluded Vitro from enforcing its Mexican reorganization plan in the U.S. The judge ruled that the Mexican reorganization was "manifestly contrary" to U.S. public policy because it bars the bondholders from holding Vitro operating subsidiaries liable to pay on their guarantees of the bonds. The Mexican plan reduced the debt of subsidiaries on $1.2 billion in defaulted bonds even though they weren't in bankruptcy in any country. VUZIX CORP: Completes Sale of Tactical Display for $8.5 Million --------------------------------------------------------------- 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. 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. W.R. GRACE: To Sell Bondera Business for $900,000 ------------------------------------------------- Pursuant to their established procedures for the sale of de minimis assets, W.R. Grace & Co. and its affiliates propose to sell substantially all the assets of their business of selling pressure-sensitive adhesive mats for the installation of tile to various surfaces under the BONDERA(R) registered trademark for $900,000 in cash to Ambel Group, Inc. A part of the purchase price, $350,000, is to be paid at closing with the remaining amount to be paid in six subsequent monthly installments of $100,000, and the assignment of buyer's rights in certain patents and patent rights. The de minimis sale procedures provide that the Debtors may sell assets with a de minimis value up to $5 million, which in their judgment are no longer necessary to the operation of their businesses. The Assets, as set forth in more detail in the BONDERA(R) Asset Sale and Purchase Agreement dated June 13, 2012, between Debtor W. R. Grace & Co.-Conn. and Ambel Group, include: * The Inventory; * The BONDERA(R) Trademark; * Customer orders for BONDERA(R) Products that have not been filled on or before the Closing Date; * Customer lists for the BONDERA(R) Products; * All books and records, files, sales and marketing materials and other documentation relating exclusively to the formulation, manufacture, application and promotion of the BONDERA(R) Products; and * The BONDERA(R) Web site ( http://www.bonderatilematset.com/) and domain names (bonderamatset.com and bonderastyle.com). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, asserts that selling the Assets on the terms and conditions set forth in the Sale Agreement is in the best interests of the Debtors and their estates because the business is non-strategic, and would require substantial effort to revitalize. She reveals that other than Buyer, there are no other potential purchasers of the Inventory, let alone the rest of the Assets. She adds that the consideration to be paid under the Sales Agreement is significantly higher than the only other potential alternative at hand, which would be to simply abandon some or all of the Assets. As provided in the de minimis sale procedures, any party wishing to submit an alternative bid for the Assets must serve its bid in writing upon Debtors' counsel and certain notice parties by June 21, 2012. Objections, if any, to the Sale must be served by June 28, 2012. Ms. Jones notes that in the event that the Debtors do not receive any written objections to the Sale by the objection deadline, the Debtors are authorized to proceed with the Sale without further approval of the Court. 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: Resolves Claims Over Big Tex Site for $2 Million ------------------------------------------------------------ The Bankruptcy Court granted in its entirety W.R. Grace & Co. and its affiliates' request to approve their stipulation and settlement agreement resolving the claim of the United States Government relating to the Big Tex Site, in San Antonio, Texas. The Court approved the stipulation and ruled that interests on the Big Tex Additional Site Claim began to accrue on January 17, 2012. The Government will have an Allowed General Unsecured Claim for $2.2 million. Under Stipulation, the Government and the Debtors have agreed that the Big Tex Additional Site Claim will be an allowed general unsecured claim of $2,200,000 for environmental remediation response costs at the Big Tex Site, along with all other claims, liabilities or obligations of the Debtors to the Settling Federal Agencies under Sections 106 and 107 of the Comprehensive Environmental Response, Compensation and Liability Act and Section 7003 of the Resource Conservation and Recovery Act. 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: Signs MOU for Catalyst Investment in Qingdao, China --------------------------------------------------------------- W. R. Grace & Co. signed a Memorandum of Understanding with the Qingdao Bureau of Commerce for an investment in China to manufacture fluid catalytic cracking (FCC) catalysts and other related products for the petroleum refining industry. In order to complete the investments, Grace has established a Wholly Foreign- Owned Enterprise (WFOE) in Qingdao. "This is an important step towards expanding Grace's FCC catalyst manufacturing capabilities to serve our customers in China and other countries in the fast-growing Asia Pacific region," said Shawn Abrams, President of Grace Catalysts Technologies. "We look forward to successful cooperation with the government of Qingdao." "Today we signed a MOU with Grace, which is a landmark of its investment and development in Qingdao," said Mr. Chunyu Xianli, Deputy Director-General of Qingdao Bureau of Commerce. "I believe that the good location, industrial layout and human resources will provide Grace with sound supports to its development in China and Asia Pacific region. Qingdao Municipal Government, Qingdao Bureau of Commerce and West Bank Economic Zone will offer the best services and supports to its establishment. The rapid and sound development of Grace in Qingdao will play an important role in promoting the petro and chemical industry in the city. We are looking forward to the further enhancement of our cooperation with Grace." Grace founded Grace China Ltd. in 1986 as the first Wholly Foreign-Owned Company to do business in the People's Republic of China-through its can sealants plant in Shanghai. Currently, Grace operates five manufacturing facilities, three sales offices, and two technical service centers in mainland China, including its Asia Pacific regional headquarters in Shanghai. 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: Signs Agreement to Purchase China Catalyst Assets ------------------------------------------------------------- W. R. Grace & Co. has signed an agreement to acquire the assets of Noblestar Catalysts Co., Ltd., a manufacturer of fluid catalytic cracking (FCC) catalysts, catalyst intermediates and related products used in the petroleum refining industry in Qingdao, China. The terms of the investment were not disclosed. In order to complete the purchase, Grace established a new Wholly Foreign- Owned Enterprise (WFOE) in the People's Republic of China. "This acquisition provides Grace with immediate, local manufacturing capacity to better serve our refining customers within China and North Asia," said Shawn Abrams, President of Grace Catalysts Technologies. "Investing in China is a part of our overall refining technologies global strategy, which includes creating an integrated manufacturing network to align FCC capacity with demand growth." Grace expects to make additional investments at the Qingdao site for environmental, safety and manufacturing upgrades. "This acquisition deal is a strategic disposition and repositioning of Noblestar," said Chao Cui, CEO and President of Noblestar Catalysts. "With the closing of the deal Noblestar is able to focus its business on rare earth products. We have been happy and proud to be a business partner of Grace for years and are expecting to continue such a good relationship much longer as a supplier." The transaction has been approved by the boards of directors of both companies, but is subject to the satisfaction of other closing conditions. Grace anticipates completing the transaction as soon as regulatory clearances have been obtained. In March, Grace announced the signing of a Memorandum of Understanding to form a joint venture with Al Dahra Agricultural Company to build and operate an FCC catalysts and additives plant in the Middle East. The production plant will be used to supply oil refiners in the high growth Middle East and South Asia markets and is expected to come onstream in 2015. Grace is the worldwide leader in FCC catalysts. Last year, the business successfully introduced several low and no rare earth products to assist petroleum refiners lower their operational costs. Grace first established a presence in China when it founded Grace China Ltd. in 1986 as the first Wholly Foreign-Owned Company to do business in the Peoples Republic of China -- through its can sealants plant in Shanghai. Currently, Grace operates five manufacturing facilities, three sales offices and two technical service centers in mainland China, including its Asia Pacific regional headquarters in Shanghai. About Noblestar Noblestar, located in Qingdao, China, has been specialized in manufacturing of FCC catalysts and additives for petrochemicals since 2001. Noblestar has been involved in rare earth business from 2010. Noblestar employs 150 people consisted of experienced R&D and engineering professionals and a skillful worker team. It has sales of 680 million RMB (appx. 108 million USD) in 2011. More information about Noblestar is available at http://www.noblestar.com.cn/ 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) WCI COMMUNITIES: Raises $175-Mil. to Pay Off Existing Term Loan --------------------------------------------------------------- Scott Kauffman at World Property Channel reports WCI Communities successfully raised $175 million of new capital, including a $125 million term note due in 2017 and $50 million of additional equity. According to the report, proceeds of the investment will be used to pay off WCI's existing term loan and provide the company with additional growth capital to expand its homebuilding and development operations in Florida. Investment funds managed by Monarch Alternative Capital LP and Stonehill Capital Management LLC provided the debt capital, while existing shareholders -- including Monarch and Stonehill -- provided the additional equity through a rights offering. "These investments support the next phase of WCI's progression as we continue to execute the elements of our growth plan, including strategic land acquisitions in key Florida markets to expand our portfolio of lifestyle communities," the report quotes David Fry, WCI's president and CEO, as saying. About WCI Communities Headquartered in Bonita Springs, Florida, WCI Communities, Inc. (Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a fully integrated homebuilding and real estate services company with more than 50 years' experience in the design, construction and operation of leisure-oriented, amenity rich master-planned communities. It has operations in Florida, New York, New Jersey, Connecticut, Virginia and Maryland. The Company and 126 of its affiliates filed for Chapter 11 protection on August 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643 through 08-11770). On July 1, 2009, debtor-affiliates WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset Holding, LLC filed separate Chapter 11 petitions (Case Nos. from 09-12269 to 09-12271). Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida, represented the Debtors as counsel. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as Delaware counsel. Lazard Freres & Co. LLC acted as the Debtors' financial advisor. Epiq Bankruptcy Solutions LLC served as the claims and notice agent for the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an official committee of unsecured creditors. Daniel H. Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the committee. WCI disclosed total assets of $2,178,179,000 and total debts of $1,915,034,000 when it filed for Chapter 11. The Bankruptcy Court on Aug. 26, 2009, confirmed the Second Amended Joint Chapter 11 Plan of Reorganization for WCI Communities, Inc. and its affiliates. The Plan became effective Sept. 3, 2009. WESTMORELAND COAL: Imminent Danger Order for Montana Mine Lifted ---------------------------------------------------------------- Western Energy Company, a subsidiary of Westmoreland Coal Company, received an imminent danger order under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Rosebud Mine in Colstrip, Montana. The order alleged that certain mine personnel were not properly tied off while doing repair work on the Marion 8050 dragline boom, requiring withdrawal of miners from all dragline booms at the mine. The order was subsequently terminated on June 14, 2012. No injuries occurred as a result of the cited condition. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $36.87 million in 2011, a net loss of $3.17 million in 2010, and a net loss of $29.16 million in 2009. The Company's balance sheet at March 31, 2012, showed $955 million in total assets, $1.20 billion in total liabilities and a $249.08 million total deficit. * * * In March 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. In January 2012, S&P revised its outlook on Westmoreland to positive from stable and affirmed its 'CCC+' credit rating. "The outlook revision reflects our expectation that the acquisition, improved reserve position, and stronger coal pricing could bring WLB's credit metrics in line with a higher rating over the next several quarters," said Standard & Poor's credit analyst Gayle Bowerman. The rating and outlook for WLB also incorporate the combination of what S&P considers to be its 'vulnerable' business risk profile and 'highly leveraged' financial risk profile. The ratings also reflect WLB's high-cost position in the Powder River Basin (PRB) and Texas, relatively short reserve life, high customer concentration, challenges posed by the inherent risks of coal mining, and liquidity that's less than adequate to meet the company's near-term obligations. WILLARD RENTAL: Jerry Stackhouse and Companies in Chapter 11 ------------------------------------------------------------ Willard Rental Properties LLC and two other companies owned by Jerry Stackhouse sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 12-61724) on June 19, 2012. Willard County, Ohio-based Jerry Stackhouse, one of the largest taxpayers in Huron County, also filed a joint individual Chapter 11 petition with his wife, Janet, on Tuesday (Case No. 12-61728). Willard LLC owns 40 residential rental units located primarily in Richland and Crawford counties in Ohio. A debtor-affiliate Willard Rental Properties LLP -- Willard LLP -- rents over 900 residential and/or commercial units located in Richland, Crawford, Huron, Erie and Seneca counties. Another affiliate, Willard Home Improvement Inc., manages and maintains approximately 1,100 rental units owned or controlled by Willard LLC, Willard LLP or Jerry and Janet Stackhouse. Home Improvement also has a construction business although the recession has hit the business. In recent months, Mr. Stackhouse has phased himself out of the day-to-day rental operations, while keeping his focus on the building and renovation business at Home Improvement. According to a court filing, beginning in 2008 and through the low points of the current economic recession, the Debtors were able to maintain operations, pay all vendors and timely service their secured debt. However, as real estate values further eroded and unemployment rates rose, the Debtors experienced the same severe challenges as thousands of other real estate and construction firms across the county: too much debt; not enough cash. The counties in which the Debtors primarily conduct business have been hit particularly hard by population losses and joblessness during that period. Over the last year, the Debtors' management has taken steps to mitigate and address the companies' grim financial reality. The principals have utilized personal savings and tapped life insurance policies to keep the companies operating. The Debtors have liquidated non-essential inventory and are evaluating to cut additional expenses and raise rents. In early 2012, at the request of one of the lenders, the Debtors retained BBP Partners as a financial advisor to assist in out-of- court workouts with the Debtors' various lenders. The Debtors also hired McDonald Hopkins LLC to provide restructuring and other legal advice. Over the last several months, the Debtors, along with their advisors, have attempted to restructure various loans with the Debtors' lenders. While some of the lenders have been willing participants in the restructuring efforts, the Debtors simply could not achieve the requisite savings from enough of their lenders to generate long-term positive cash flows. Indeed, two lenders have initiated foreclosure actions; while others have threatened actions. The Debtors determined, in their reasonable business judgment, that the best way to avoid immediate and irreparable harm to their businesses and assets was relief under the Bankruptcy Code. The Debtors intend to use the bankruptcy process to stabilize operations, shed unnecessary properties, and negotiate a consensual plan of reorganization. The Chapter 11 Case At the behest of the Debtors, Judge Russ Kendig will convene an expedited hearing on the first-day motions on June 21, 2012, at 10:00 a.m. in bankruptcy court in Canton, Ohio. The Debtors have filed applications to hire McDonald Hopkins LLC as counsel and BBP Partners, LLC, as financial advisors. The Debtors have also filed requests to use cash collateral, pay prepetition wages and obligations to employees, and prohibit utilities from discontinuing service. The Debtors say the expedited relief requested in the first day motions is essential to (a) obtain financing; (b) ensure a smooth transition into chapter 11; (c) maintain the Debtors' operations and businesses throughout the chapter 11 cases; (d) efficiently administer the bankruptcy cases; and (e) provide the basis for confirming a reorganization plan. WILLEMS & HERMAN: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Willems & Herman Development Group LP 3970 Perkiomen Avenue Reading, PA 19606 Bankruptcy Case No.: 12-15862 Chapter 11 Petition Date: June 18, 2012 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Richard E. Fehling Debtor's Counsel: Dexter K. Case, Esq. CASE, DIGIAMBERARDINO & LUTZ, P.C. 845 North Park Road, Suite 101 Wyomissing, PA 19610 Tel: (610) 372-9900 Fax: (610) 372-5469 E-mail: dkc@cdllawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 16 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/paeb12-15862.pdf The petition was signed by John Herman, president, Willems & Herman Development Group, Inc., sole GP. WOOTEN GROUP: Files for Chapter 11 in Los Angeles ------------------------------------------------- Beverly Hills, California-based Wooten Group LLC filed a bare- bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323) in Los Angeles on June 19. The Debtor estimated assets of up to $50 million and liabilities of up to $10 million. According to the case docket, the schedules of assets and liabilities, the statement of financial affairs, and other incomplete filings are due July 3, 2012. The Law Office of M Jonathan Hayes, in Northridge, serves as counsel. XTREME IRON: Sec. 341 Creditors' Meeting Set for July 16 -------------------------------------------------------- William Neary, the U.S. Trustee for Region 6 in Dallas, Texas, will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Xtreme Iron Holdings, LLC, on July 16, 2012, at 1:30 p.m. at Dallas, Room 976. Proofs of claim are due in the case by Oct. 15, 2012. About Xtreme Iron Holdings Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012. Lake Dallas-based Xtreme Iron estimated assets and liabilities of $10 million to $50 million. The Debtor said an estimated 90% of the business assets are located in North Texas counties. The Debtor is the holding company for Xtreme Iron, LLC -- http://www.xtreme-iron.com-- which claims to own one of the largest heavy equipment rental fleets in the state of Texas. Their fleet is comprised of late model, low hour Caterpillar and John Deere equipment. Judge Harlin DeWayne Hale oversees the case. Gregory Wayne Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the Debtor's bankruptcy counsel. The petition was signed by Ron Stover, member. XTREME IRON: Files List of Largest Unsecured Creditors ------------------------------------------------------ Xtreme Iron Holdings, LLC, filed with the Bankruptcy Court a list of its creditors holding the largest unsecured claims. Xtreme Iron Holdings identified five unsecured creditors but scheduled their claims at $0 each. The creditors are: -- Shadek/CFI John Shadek Shadek Reese 590 Lakeshore Blvd. Incline Village, NV 89451 -- Miller, Egan, Molter & Nelson, LLP 1402 San Antonio, Suite 100 Austin, TX 78701 -- Iron Planet 4695 Chabot Drive, Suite 102 Pleasanton, CA 94588-2756 -- Gregory Sommers, P.C. 12380 SW Main Street Tigard, OR 97223 -- Beta Capital c/o Todd Harlow Lynn Tillotson Pinker Cox 2100 Ross Ave., Suite 2700 Dallas, TX 75201 Xtreme Iron Holdings said it disputes each of the "non-purchase money" claims of Shadek/CFI; Iron Planet; and Beta Capital. The Debtor is slated to file its schedules of assets and liabilities and statement of financial affairs June 27. About Xtreme Iron Holdings Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012. Lake Dallas-based Xtreme Iron estimated assets and liabilities of $10 million to $50 million. The Debtor said an estimated 90% of the business assets are located in North Texas counties. The Debtor is the holding company for Xtreme Iron, LLC -- http://www.xtreme-iron.com-- which claims to own one of the largest heavy equipment rental fleets in the state of Texas. Their fleet is comprised of late model, low hour Caterpillar and John Deere equipment. Judge Harlin DeWayne Hale oversees the case. Gregory Wayne Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the Debtor's bankruptcy counsel. The petition was signed by Ron Stover, member. ZOO ENTERTAINMENT: Clark Succeeds EisnerAmper as Accountant ----------------------------------------------------------- The 2012 annual meeting of the stockholders of Zoo Entertainment was held on May 17, 2012. Mark Seremet, Jay Wolf, Moritz Seidel, Jeffrey Schrock, Alex Krys and Barry Regenstein were elected as directors of the Company to serve until the 2013 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal. The stockholders of the Company also ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2012. The stockholders of the Company also approved the amendment to the Company's Certificate of Incorporation to change the name of the Company from Zoo Entertainment, Inc., to indiePub Entertainment. In addition, the stockholders of the Company approved the amendment to the Company's Certificate of Incorporation to reduce the number of authorized shares of common stock from 3,500,000,000 to 295,000,000. EisnerAmper Dismissed The Audit Committee of the Board of Directors of the Company notified EisnerAmper, its independent registered public accounting firm, of its dismissal effective May 22, 2012. EisnerAmper's report on the Company's financial statements for each of the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and the subsequent period of fiscal 2012 preceding the dismissal of EisnerAmper, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of EisnerAmper, would have caused it to make a reference to the subject matter in connection with its report. On May 22, 2012, the Audit Committee notified Clark Schaefer of its decision to appoint them as its independent registered public accounting firm effective immediately. In deciding to engage Clark Schaeffer, the Audit Committee reviewed auditor independence and existing commercial relationships with Clark Schaefer, and concluded that Clark Schaeffer has no commercial relationship with the Company that would impair its independence. During the two most recent fiscal years (ending Dec. 31, 2011, and Dec. 31, 2010) and the subsequent period of fiscal 2012 preceding the engagement of Clark Schaefer, neither the Company nor anyone on its behalf consulted Clark Schaefer regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Registrant that Clark Schaefer concluded was an important factor considered by the Registrant in reaching a decision as an accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as described in Regulation S-K Item 304(a)(1)(iv)). About Zoo Entertainment Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG) is a developer, publisher and distributor of interactive entertainment for Internet-connected consoles, handheld gaming devices, PCs, and mobile devices. The Company reported a net loss of $25.87 million in 2011, compared with a net loss of $14.03 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.06 million in total assets, $15.24 million in total liabilities and a $13.18 million total stockholders' deficit. For 2011, EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has both incurred losses and experienced net cash outflows from operations since inception. * Bulldog Investors May Invest in Bankruptcy Claims --------------------------------------------------- Bulldog Investors principal Phillip Goldstein says that the company considering starting an exchange-listed, closed-end fund that invests in bankruptcy claims, Joshua Sisco at the DealFlow Media reports. Bulldog Investors is an investment management firm. It analyzes and focuses on undervalued investment opportunities, targeting securities it understands and can appropriately value. It often takes activist measures to enhance the value of its investments through various time-tested and proprietary means. * Justice Department Proposes New Rules on Lawyer Compensation -------------------------------------------------------------- The New York Times reports that a division of the department that oversees bankruptcy cases has proposed new rules for bankruptcy judges to use in approving lawyers' fees. The Justice Department, according to NY Times, says that reports of very high fees in cases where workers lost jobs and creditors received pennies on the dollar have pushed the department to propose the new rules, which includes how judges should determine compensation for lawyers representing the debtor, creditors and others involved in Chapter 11 reorganizations of companies with $50 million or more in assets. NY Times relates that law firms with big bankruptcy practices are adamant, arguing at a contentious meeting at the Justice Department that high fees are needed to attract top talent to bankruptcy practices. They claim that the proposed changes "threaten to undermine a linchpin of the domestic and international restructuring services that have developed in the United States," NY Times reports. According to NY Times, the lawyers are upset that the new rules would require them to provide data on what their firms charge in other specialties and submit budgets at the outset as a benchmark for any fee increases later in the process. NY Times states that the lawyers claim that providing this kind of fee data means giving out confidential client information, and that budgeting for their work is "virtually impossible". * Las Vegas Myers Team Dominates Short Sale Market in Nevada ------------------------------------------------------------ A recent report named The Myers Team the #1 Short Sale Realtors in Nevada. Number one status was determined by actual short sale listings closed from Jan. 1, 2007, through Dec. 31, 2011. According to the report, The Myers Team with the Caliber Realty Group has negotiated more short sale approvals and closed more short sale listing transactions than any Realtor or Broker in Las Vegas. The majority of these closings have been short sales with Bank of America. The Myers Team is nationally recognized as one of the most influential figures in Real Estate today. According to Myers Team owner, Bill Myers, "Surrendering a home worth half of what you owe is NOT a failure, it's a business decision. A short sale is an opportunity for you and your family to take control and walk away free and clear. Nobody wants to lose their home; however, loan modification doesn't work and there is no need to go down with a sinking ship. Homeowners need to know when to say enough is enough." The Myers Team has continually broken sales records. It was an award winning Real Estate team at Century 21 for nine years; however, in 2011 they joined forces with the Caliber Realty Group. According to Myers, "Our Real Estate market has changed; however, most Real Estate companies have not. While most Real Estate Brokers are still learning how to do short sales, the Caliber Realty Group is backed by ownership that has been dealing with Banks and Loss Mitigation Departments for almost three decades." * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re David Family Kitchen, Inc. Bankr. E.D. Ark. Case No. 12-13443 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/areb12-13443.pdf represented by: Sheila F. Campbell, Esq. SHEILA CAMPBELL, P.A. E-mail: campbl@sbcglobal.net In re Bradley Haber Bankr. D. Ariz. Case No. 12-13076 Chapter 11 Petition filed June 12, 2012 In re Sonia Gonzalez Bankr. C.D. Calif. Case No. 12-24209 Chapter 11 Petition filed June 12, 2012 In re Roberto Curiel Bankr. C.D. Calif. Case No. 12-12281 Chapter 11 Petition filed June 12, 2012 In re Windy Hills Inc. Bankr. D. Del. Case No. 12-11796 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/deb12-11796.pdf represented by: Adam Hiller, Esq. HILLER & ARBAN, LLC E-mail: ahiller@hillerarban.com In re Donald Wainwright Bankr. M.D. Fla. Case No. 12-03909 Chapter 11 Petition filed June 12, 2012 In re Bari Importing Corporation Bankr. M.D. Fla. Case No. 12-08003 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/flmb12-08003.pdf represented by: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY, P.A. E-mail: scott.spradley@flaglerbeachlaw.com In re Trevorbo Marketing Inc. dba Creative Events Advertising Bankr. M.D. Fla. Case No. 12-09041 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/flmb12-09041.pdf represented by: Timothy M. Papp, Esq. TIMOTHY PAPP & ASSOCIATES, LLC E-mail: mbaeten@honestrep.com In re Haysam, LLC Bankr. M.D. Fla. Case No. 12-09044 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/flmb12-09043.pdf represented by: Timothy M. Papp, Esq. TIMOTHY PAPP & ASSOCIATES, LLC E-mail: mbaeten@honestrep.com In re Steven Redman Bankr. M.D. Fla. Case No. 12-09062 Chapter 11 Petition filed June 12, 2012 In re Karen Alfred Bankr. E.D. La. Case No. 12-11759 Chapter 11 Petition filed June 12, 2012 In re Ray Alfred Bankr. E.D. La. Case No. 12-11759 Chapter 11 Petition filed June 12, 2012 In re Caroline Falls-Hebditch Bankr. D. Md. Case No. 12-21049 Chapter 11 Petition filed June 12, 2012 In re Jeffrey Hebditch Bankr. D. Md. Case No. 12-21049 Chapter 11 Petition filed June 12, 2012 In re Jennifer Hohnke Bankr. D. Nev. Case No. 12-16984 Chapter 11 Petition filed June 12, 2012 In re R & E Investment Group, LLC Bankr. D. N.H. Case No. 12-11921 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/nhb12-11921.pdf represented by: Raymond J. DiLucci, Esq. RAYMOND J. DILUCCI, P.A. E-mail: info@nhbankruptcy.com In re Hanife Nikezi Bankr. E.D.N.Y. Case No. 12-44344 Chapter 11 Petition filed June 12, 2012 In re Ryan DeVerna Bankr. E.D.N.Y. Case No. 12-73689 Chapter 11 Petition filed June 12, 2012 In re Maurice Robinson Bankr. S.D.N.Y. Case No. 12-12522 Chapter 11 Petition filed June 12, 2012 In re Zavala, Inc. Bankr. D. Pa. Case No. 12-23032 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/pawb12-23032.pdf represented by: Robert O. Lampl, Esq. E-mail: rol@lampllaw.com In re Caleb Medical Supplies, Inc. Bankr. D. P.R. Case No. 12-04566 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/prb12-04566.pdf represented by: Enrique M. Almeida Bernal, Esq. ALMEIDA & DAVILA PSC E-mail: ealmeida@almeidadavila.com In re Illinois Laundromat, Inc. Bankr. E.D. Tex. Case No. 12-41578 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/txeb12-41578.pdf represented by: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re One Family Wellness Clinic LLC dba Hana Wellness Clinic Bankr. W.D. Wash. Case No. 12-16147 Chapter 11 Petition filed June 12, 2012 See http://bankrupt.com/misc/wawb12-16147.pdf represented by: Kevin T. Helenius, Esq. E-mail: efiling@kth-law.com In re Victor Lozano Bankr. D. Ariz. Case No. 12-13173 Chapter 11 Petition filed June 13, 2012 In re Jackie Shettlesworth Bankr. D. Ariz. Case No. 12-13229 Chapter 11 Petition filed June 13, 2012 In re Hollfelder Company,LLC Bankr. D. Conn. Case No. 12-31415 Chapter 11 Petition filed June 13, 2012 See http://bankrupt.com/misc/ctb12-31415.pdf represented by: Peter L. Ressler, Esq. Groob Ressler & Mulqueen E-mail: ressmul@yahoo.com In re Roger Bates Bankr. M.D. Fla. Case No. 12-03958 Chapter 11 Petition filed June 13, 2012 In re Dorrett Brown Bankr. S.D. Fla. Case No. 12-24489 Chapter 11 Petition filed June 13, 2012 In re Brian Bouley Bankr. D. Hawaii Case No. 12-01236 Chapter 11 Petition filed June 13, 2012 In re Paul Harbaugh Bankr. C.D. Ill. Case No. 12-71367 Chapter 11 Petition filed June 13, 2012 In re Green Star Town House Apartments Inc. Bankr. D.M.D. Case No. 12-21120 Chapter 11 Petition filed June 13, 2012 See http://bankrupt.com/misc/mdb12-21120.pdf represented by: David Edwin Solan, Esq. Law Office of David E. Solan E-mail: info@davidsolanlaw.com In re meSnarD, Inc. Bankr. W.D. Mich. Case No. 12-05618 Chapter 11 Petition filed June 13, 2012 See http://bankrupt.com/misc/miwb12-05618.pdf represented by: Rory Dixon Mortimer, Esq. Mortimer Law Firm, PLC E-mail: info@rdmortimerlaw.com In re Bassett Builders, Inc. Bankr. W.D.N.C. Case No. 12-10501 Chapter 11 Petition filed June 13, 2012 See http://bankrupt.com/misc/ncwb12-10501.pdf represented by: R. Kelly Calloway, Jr., Esq. Calloway & Associates Law Firm E-mail: rkelly@callowaylawfirm.com In re Denise and Larry Orr Bankr. W.D.N.C. Case No. 12-10500 Chapter 11 Petition filed June 13, 2012 In re 145 West 129th Street Apts Inc. Bankr. S.D.N.Y. Case No. 12-12523 Chapter 11 Petition filed June 13, 2012 See http://bankrupt.com/misc/nysb12-12523.pdf Filed pro se In re Jennifer Carroll-Fratar Bankr. N.D. Tex. Case No. 12-33830 Chapter 11 Petition filed June 13, 2012 In re Charles Bennington Bankr. D. Utah Case No. 12-27710 Chapter 11 Petition filed June 13, 2012 In re Seafood Logistics Inc. Bankr. C.D. Calif. Case No. 12-30724 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/cacb12-30724.pdf represented by: Philip Deitch, Esq. In re Maria Marino Bankr. C.D. Calif. Case No. 12-30747 Chapter 11 Petition filed June 14, 2012 In re William Wright Bankr. N.D. Fla. Case No. 12-30865 Chapter 11 Petition filed June 14, 2012 In re Robert Lowman Bankr. D. Md. Case No. 12-21178 Chapter 11 Petition filed June 14, 2012 In re Buford Lambert Bankr. N.D. Miss. Case No. 12-12405 Chapter 11 Petition filed June 14, 2012 In re Mahboob Bhatti Bankr. D. N.J. Case No. 12-25293 Chapter 11 Petition filed June 14, 2012 In re Mark Taylor Bankr. D. Nev. Case No. 12-17065 Chapter 11 Petition filed June 14, 2012 In re Grubstake, LLC Bankr. D. Nev. Case No. 12-51391 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/nvb12-51391.pdf represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kevin@darbylawpractice.com In re Christ The Rock International, Inc. Bankr. E.D.N.Y. Case No. 12-44393 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/nyeb12-44393p.pdf http://bankrupt.com/misc/nyeb12-44393c.pdf Filed as Pro Se In re East End Cement And Stone, Inc. Bankr. E.D.N.Y. Case No. 12-73759 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/nyeb12-73759.pdf represented by: Alan Stein, Esq. LAW OFFICE OF ALLAN C. STEIN E-mail: alan@alanstein.net In re Oakmont Construction, Inc. Bankr. E.D. Tex. Case No. 12-41605 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/txeb12-41605.pdf represented by: Gregory A. Whittmore, Esq. E-mail: kearsage@msn.com In re Judi of Croix, Inc. Bankr. D. V.I. Case No. 12-10006 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/vib12-10006.pdf represented by: Nizar A. DeWood, Esq. THE DEWOOD LAW FIRM E-mail: dewoodlaw@me.com In re World Pre-Paid Inc. Bankr. E.D. Va. Case No. 12-13754 Chapter 11 Petition filed June 14, 2012 See http://bankrupt.com/misc/vaeb12-13754.pdf represented by: Katherine Martell, Esq. VIENNA LAW GROUP PC E-mail: kmartell@viennalawgroup.com In re Christopher Jaggars Bankr. W.D. Va. Case No. 12-61438 Chapter 11 Petition filed June 14, 2012 In re Ron Barney Bankr. D. Ariz. Case No. 12-13453 Chapter 11 Petition filed June 15, 2012 In re Sunburst Farms East, Inc. Bankr. D. Ariz. Case No. 12-13490 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/azb12-13490.pdf represented by: Donald W. Powell, Esq. CARMICHAEL & POWELL, P.C. E-mail: d.powell@cplawfirm.com In re Pamela Hatch Bankr. C.D. Calif. Case No. 12-24509 Chapter 11 Petition filed June 15, 2012 In re Alpine Apartments, LLC Bankr. D. Conn. Case No. 12-21470 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/ctb12-21470.pdf represented by: Ellery E. Plotkin, Esq. LAW OFFICES OF ELLERY E. PLOTKIN, LLC E-mail: EPlotkinJD@aol.com In re Michael P. Evans, DDS, PA Bankr. M.D. Fla. Case No. 12-09317 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/flmb12-09317.pdf represented by: Christopher W. Boss, Esq. YESNER & BOSS, PL E-mail: bkfiling@yesnerboss.com In re All American Trailer Manufacturers, Inc. Bankr. S.D. Fla. Case No. 12-24619 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/flsb12-24619.pdf represented by: Eduardo E. Dieppa, III, Esq. DIEPPA LAW FIRM P.A. E-mail: edieppa@dieppalaw.com In re John Romano Bankr. S.D. Ga. Case No. 12-20675 Chapter 11 Petition filed June 15, 2012 In re YKM Realty, LLC Bankr. D. Mass. Case No. 12-42264 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/mab12-42264.pdf represented by: David M. Nickless, Esq. NICKLESS, PHILLIPS AND O'CONNOR E-mail: dnickless.nandp@verizon.net In re Unlimited Contracting Services, LLC Bankr. N.D.N.Y. Case No. 12-11619 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/nynb12-11619.pdf represented by: Marc S. Ehrlich, Esq. EHRLICH & ARCODIA E-mail: mehrlich@eapclaw.com In re Bionic Media, LLC Bankr. S.D.N.Y. Case No. 12-12557 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/nysb12-12557.pdf represented by: Arnold Mitchell Greene ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. E-mail: amg@robinsonbrog.com In re Keyframe Post, Inc. aka Bionic Media, LLC Bankr. S.D.N.Y. Case No. 12-12558 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/nysb12-12558.pdf represented by: Arnold Mitchell Greene ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. E-mail: amg@robinsonbrog.com In re McClure Dental Services, PC Bankr. W.D.N.Y. Case No. 12-11908 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/nywb12-11908.pdf represented by: Frederick J. Gawronski, Esq. COOK & GAWRONSKI, PC E-mail: fgawronski@cookgawronski.com In re Jeffrey Rumley Bankr. E.D.N.C. Case No. 12-04460 Chapter 11 Petition filed June 15, 2012 In re Jazz Restaurants, LLC Bankr. D. S.C. Case No. 12-03765 Chapter 11 Petition filed June 15, 2012 See http://bankrupt.com/misc/scb12-03765.pdf represented by: Robert E. Culver, Esq. THE CULVER FIRM, PC E-mail: bob@culverlaw.net In re Richard Drake Bankr. W.D. Wash. Case No. 12-16293 Chapter 11 Petition filed June 15, 2012 In re Edward Fogg Bankr. W.D. Wash. Case No. 12-44204 Chapter 11 Petition filed June 15, 2012 In re 275 King, Inc. Bankr. D.S.C. Case No. 12-03767 Chapter 11 Petition filed June 17, 2012 See http://bankrupt.com/misc/scb12-03767.pdf represented by: D. Nathan Davis, Esq. Davis Law Firm E-mail: nathan@davislawsc.com In re Robert Robinson Bankr. D. Ariz. Case No. 12-13522 Chapter 11 Petition filed June 18, 2012 In re William Martin Bankr. D. Ariz. Case No. 12-13600 Chapter 11 Petition filed June 18, 2012 In re Ana Ramos Bankr. C.D. Calif. Case No. 12-31051 Chapter 11 Petition filed June 18, 2012 In re Glenn Hatch Bankr. C.D. Calif. Case No. 12-31077 Chapter 11 Petition filed June 18, 2012 In re Milbank 770 Garden, LLC Bankr. C.D. Calif. Case No. 12-15587 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/cacb12-15587.pdf File pro se In re Crecenciano Chavez Bankr. E.D. Calif. Case No. 12-15414 Chapter 11 Petition filed June 18, 2012 In re 145-149 Tolland, LLC Bankr. D. Conn. Case No. 12-21480 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/ctb12-21480.pdf represented by: Jefferson Hanna, III, Esq. E-mail: jeffersonhanna@sbcglobal.net In re Michael Robichaux Bankr. W.D.L.A. Case No. 12-50775 Chapter 11 Petition filed June 18, 2012 In re Robert Judice Bankr. W.D.L.A. Case No. 12-50773 Chapter 11 Petition filed June 18, 2012 In re Nevarez Tours & Transportation Corp Bankr. D. Mass. Case No. 12-15201 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/mab12-15201.pdf Filed pro se In re James Vodvarka Bankr. D. Minn. Case No. 12-50675 Chapter 11 Petition filed June 18, 2012 In re Terrence Jenkins Bankr. W.D.M.O. Case No. 12-61134 Chapter 11 Petition filed June 18, 2012 In re A. Leavitt Bankr. D. Nev. Case No. 12-17199 Chapter 11 Petition filed June 18, 2012 In re Robert Bush Bankr. D. Nev. Case No. 12-51423 Chapter 11 Petition filed June 18, 2012 In re Gabgeo, Inc. dba Colts Neck Inn Bankr. D.N.J. Case No. 12-25522 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/njb12-25522.pdf represented by: Dino S. Mantzas, Esq. Law Office of Dino S. Mantzas E-mail: dmantzas@aol.com In re John Sandy Masselli Bankr. D.N.J. Case No. 12-25490 Chapter 11 Petition filed June 18, 2012 In re All State Asset Management LLC Bankr. M.D.P.A. Case No. 12-03633 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/pamb12-03633.pdf Filed pro se In re Thorne Electronics, Inc. Bankr. N.D. Tex. Case No. 12-10182 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/txnb12-10182.pdf represented by: Kevin W. Willhelm, Esq. Law Office of Weir & Willhelm E-mail: weir_willhelm@sbcglobal.net In re Jesus Iglesias Bankr. S.D. Tex. Case No. 12-70350 Chapter 11 Petition filed June 18, 2012 In re Butler's Pantry, Inc. Bankr. W.D. Tex. Case No. 12-31129 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/txwb12-31129.pdf represented by: Sidney J. Diamond, Esq. Diamond Law E-mail: usbc@sidneydiamond.com In re Sunjal Corporation dba Rodeway Inn & Suites Bankr. E.D.V.A. Case No. 12-50972 Chapter 11 Petition filed June 18, 2012 See http://bankrupt.com/misc/vaeb12-50972.pdf represented by: Karen M. Crowley, Esq. Crowley, Liberatore, Ryan & Brogan, P.C. E-mail: kcrowley@clrbfirm.com In re Lynn Hooks Bankr. W.D. Wash. Case No. 12-44239 Chapter 11 Petition filed June 18, 2012 ********* 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. 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