/raid1/www/Hosts/bankrupt/TCRLA_Public/080520.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Tuesday, May 20, 2008, Vol. 9, No. 99
Headlines
A R G E N T I N A
AGROIMPULSO CEREALES: Court Concludes Reorganization
AOMI SA: Proofs of Claim Verification Deadline is Aug. 12
CUVERA AGROPECUARIA: Individual Reports to be Filed on Aug. 27
DANA CORP: District Judge Dismisses Jasco Tools' US$20 Mln Claim
DANA CORP: Earns US$685 Mln in First Quarter of Fiscal Year 2008
ESTABLECIMIENTO AVICOLA: Individual Reports Filing on Sept. 12
RESIDENTIAL CAPITAL: Gets Consents for US$14B Note Tender Offers
SIEMBRA Y COSECHA: Trustee to File Individual Reports on Aug. 12
SOL OBRAS: Files for Reorganization in Court
SU TAXI: Buenos Aires Court Concludes Reorganization
TALLERES LLAVE: Proofs of Claim Verification Deadline Is Aug. 12
B E R M U D A
ADVANCED MICRO: Board Appoints Clegg to Compensation Committee
ADVANCED MICRO: Randy Allen to Head Computing Solutions Group
SCOTTISH RE: S&P Puts D Rating on US$125 Million Preferred Stock
B R A Z I L
AMR CORP: EBITDAR Covenant Waived under Citicorp Credit Facility
BANCO ITAU: Credit Card Sales to Increase to BRL18.4 Bln. in May
BOMBARDIER INC: Fitch Lifts Issuer Default Rating to BB+
CENTRAIS ELETRICAS: Net Profit Increases to BRL842MM in 1st Qtr.
COMPANHIA PARANAENSE: Will Dispatch Araucaria Thermo Plant
DELPHI CORP: Sues Appaloosa Management for Reneging on EPCA
EL PASO: Share-Repurchase Program Won't Affect S&P's Ratings
GENERAL MOTORS: To Resume Production as Axle & UAW Reach Pact
GERDAU SA: Unit Secures US$200MM Loan from Inter-American Dev't.
SHARPER IMAGE: Court Approves Selling of Business, Assets
SHARPER IMAGE: Can Pay Obligations Under US$3.6MM Severance Plan
SHARPER IMAGE: Wants to Employ GVS as Valuation Analyst
SHARPER IMAGE: Court Allows Employment of RCS as Consultant
SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
UAL CORP: Moody's Holds Debt Ratings; Changes Outlook to Neg.
UAL CORPORATION: ALPA Reserves US$10 Million to Get Better Deals
UAL CORPORATION: Operating Unit Undergoes Organizational Changes
C A Y M A N I S L A N D S
ALCHEMY ADVISORS: Proofs of Claim Filing Deadline Is May 26
BOMBAY CO: Court Approves A.S.K. Financial as Litigation Counsel
CAKEWALK MARINE: Proofs of Claim Filing Is Until May 26
NANTUCKET CLO: Proofs of Claim Filing Deadline Is May 23
SLOANE ROBINSON: Sets Final Shareholders Meeting for May 23
TOKYO UNITED: Proofs of Claim Filing Deadline Is May 24
C H I L E
AES CORPORATION: Prices US$625 Million 8% Senior Notes Offering
C O L O M B I A
COLOMBIA MOVIL: Duff & Phelps Raises Rating to BB- From B+
MACY'S INC: Moody's Cuts Subordinated Shelf Rating to (P)Ba1
G U A T E M A L A
IMAX CORP: Must Keep US$7.5MM Available Cash Under Wachovia Loan
SBARRO INC: Posts US$2.8 Million Net Loss in 2008 First Quarter
J A M A I C A
AIR JAMAICA: Must Stop Free First Class Travel to Politicians
M E X I C O
AMERICAN AXLE: Reaches Tentative Labor Agreement with UAW
AXTEL SAB: Turns Around With MXN87.98 Mil. Profit in 1Q 2008
CABLEMAS SA: S&P Places BB- Ratings on CreditWach Positive
CHEROKEE INTERNATIONAL: Earns US$12,000 in 2008 First Quarter
CLEAR CHANNEL: Moody's Maintains Rating Review on Pending Deal
FIAT SPA: Retains European Market Share in April 2008
GRAFTECH INT'L: Earns US$39 Million in First Quarter 2008
LIBBEY INC: Gets Approval on Shelf Registration Statement Filing
PILGRIM'S PRIDE: Closes US$177 Million Common Stock Offering
PILGRIM'S PRIDE: S&P Holds 'BB-' Credit Rating on Stock Sale
PQ CORPORATION: Moody's Puts Corporate Family Rating at B2
QUEBECOR WORLD: Seeks Approval to Sell Aircraft for US$20.3 Mil.
QUEBECOR WORLD: Renews US$60 Mil. Multi-Year Deal with Bauer
QUEBECOR WORLD: Quebec Court Extends CCAA Stay Until July 25
QUEBECOR WORLD: Wants Schedules Filing Dates Extended to July 18
SATELITES MEXICANOS: Books US$11.6 Mil. Net Loss in 1Q 2008
UNITED RENTALS: S&P Puts 'BB+' Rating on Proposed US$1B Facility
* STATE OF NYARIT: Moody's Downgrades Issuer Rating to Ba1
P E R U
BRASKEM: May Invest US$2.5B With Petrobras for Peruvian Plants
P U E R T O R I C O
ADELPHIA: MI-Connection Wants Duke Pact Assignment Clarified
ADELPHIA COMMS: Recovery Trust Wants Declaration Amended
ADELPHIA COMMS: Wants Claims Objection Deadline Set for Sept. 12
CLAIRE'S STORES: US$350MM Notes PIK Plan Won't Affect S&P's Rtgs
MAXXAM INC: March 31 Balance Sheet Upside-Down by US$296.1 Mil.
SIRVA INC: Files Financial Info Related to Share Purchase Deal
SIRVA INC: Triple Net Withdraws Appeal on DIP Financing
UNIVISION COMMS: Fitch Says 1Q Results In-Line With Expectations
V E N E Z U E L A
CHRYSLER: CAW Labor Pact Aids in Canadian Biz Competitiveness
DEL MONTE FOODS: Fitch Says Ratings Unaffected by StarKist Plan
* Large Companies With Insolvent Balance Sheet
- - - - -
=================
A R G E N T I N A
=================
AGROIMPULSO CEREALES: Court Concludes Reorganization
----------------------------------------------------
Agroimpulso Cereales S.A. concluded its reorganization process,
according to data released by Infobae on its Web site.
The closure came after the National Commercial Court of First
Instance in Buenos Aires, homologated the debt plan signed
between the company and its creditors.
AOMI SA: Proofs of Claim Verification Deadline is Aug. 12
---------------------------------------------------------
Eduardo Armando Prol, the court-appointed trustee for Aomi
S.A.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until Aug. 12, 2008.
Mr. Prol will present the validated claims in court as
individual reports. The National Commercial Court of First
Instance in Buenos Aires will determine if the verified claims
are admissible, taking into account the trustee's opinion, and
the objections and challenges that will be raised by Aomi and
its creditors.
Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.
A general report that contains an audit of Aomi's accounting and
banking records will be submitted in court.
Infobae didn't state the submission dates for the reports.
Mr. Prol is also in charge of administering Aomi's assets under
court supervision and will take part in their disposal to the
extent established by law.
The debtor can be reached at:
Aomi S.A.
San Jose 1962
Buenos Aires, Argentina
The trustee can be reached at:
Eduardo Armando Prol
Avenida Belgrano 634
Buenos Aires, Argentina
CUVERA AGROPECUARIA: Individual Reports to be Filed on Aug. 27
--------------------------------------------------------------
Alfredo Yanny, the court-appointed trustee for Cuvera
Agropecuaria S.A.'s reorganization proceeding, will present the
validated claims as individual reports in the National
Commercial Court of First Instance in Buenos Aires on
Aug. 27, 2008.
Mr. Yanny will be verifying creditors' proofs of claim until
July 1, 2008. He will submit to court a general report
containing an audit of Cuvera Agropecuaria's accounting and
banking records on Oct. 8, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly on March 10, 2009.
The debtor can be reached at:
Cuvera Agropecuaria SA
Ciudad de la Paz 306
Buenos Aires, Argentina
The trustee can be reached at:
Alfredo Yanny
Viamonte 1446
Buenos Aires, Argentina
DANA CORP: District Judge Dismisses Jasco Tools' US$20 Mln Claim
----------------------------------------------------------------
The Honorable Richard M. Berman of the U.S. District Court for
the Southern District of New York affirms the order of Honorable
Robert Lifland of the U.S. Bankruptcy Court for the Southern
District of New York, disallowing Jasco Tools, Inc.'s
US$20 million claim for breach of contract, misappropriation of
trade secrets, prima facie tort, and unjust enrichment.
Judge Berman finds the Bankruptcy Court properly resolved the
Debtors' objection to Jasco's Claim as a motion for summary
judgment and that the Bankruptcy Court gave Jasco sufficient
notice and time to respond to the Debtors' claim objection.
Judge Berman notes that Jasco has not shown that the Bankruptcy
Court abused its discretion in concluding that additional
discovery "at this stage [is] meritless," as "Jasco had [had]
nearly four years to conduct discovery," during which Jasco took
18 depositions and received voluminous documentation from the
Debtors.
Judge Berman also affirms the Bankruptcy Court's ruling that the
the renewal clause under the agreement between the Debtors and
Jasco "rests on the need to negotiate a future, extended
agreement, and thus it is inherently unenforceable."
Furthermore, Judge Berman holds that the Bankruptcy Court
properly determined that the fact that the Debtors knew that
former Jasco employees become its competitor's employees is not
probative of a conspiracy or proof of trade secret
misappropriation or prima facie tort.
About DANA
Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies. Dana
employs 46,000 people in 28 countries. Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.
Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.
The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total
assets and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.
Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.
Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders. Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.
The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007. On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.
The Debtors' Third Amended Joint Plan of Reorganization was
deemed effective as of Jan. 31, 2008. Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.
(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Standard & Poor's Ratings Services assigned its
'BB-' corporate credit rating to Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008. The
outlook is negative. At the same time, Standard & Poor's
assigned Dana's US$650 million asset-based loan revolving credit
facility due 2013 a 'BB+' rating (two notches higher than the
corporate credit rating) with a recovery rating of '1',
indicating an expectation of very high recovery in the event of
a payment default. In addition, S&P assigned a 'BB' bank loan
rating to Dana's US$1.43 billion senior secured term loan with a
recovery rating of '2', indicating an expectation of average
recovery.
The TCR-LA reported on Jan. 9, 2008, that Moody's Investors
Service affirmed the ratings of the reorganized Dana Holding
Corporation as: Corporate Family Rating, B1; Probability of
Default Rating, B1. In a related action, Moody's affirmed the
Ba3 rating on the senior secured term loan and raised the rating
on the senior secured asset based revolving credit facility to
Ba2 from Ba3. Moody's said the outlook is stable.
DANA CORP: Earns US$685 Mln in First Quarter of Fiscal Year 2008
----------------------------------------------------------------
Dana Holding Corporation disclosed its first-quarter 2008
results. As a result of its January 31 emergence from Chapter
11 reorganization, Dana's first-quarter financial statements
include two months presented under the provisions of "fresh
start" accounting required for companies emerging from
reorganization.
First-Quarter Profits Improved
Dana delivered improved profitability in the first quarter
of 2008 versus the same period one year ago, highlighted by:
-- Net sales of US$2,312 million, an increase of
approximately 8 percent compared to 2007, primarily
because of currency effects.
-- Net income of US$685 million, including a one-time gain
of US$754 million after taxes, reflecting effects of
emergence and adoption of fresh start accounting. This
compares to a net loss of US$92 million in the first
quarter of 2007.
-- Earnings before interest, taxes, depreciation,
amortization, and restructuring (EBITDA) of
US$148 million, compared with US$90 million in 2007.
This reflects improved pricing and lower costs.
-- Strong liquidity of US$1.6 billion at March 31, 2008.
"We are making progress in our turnaround effort despite a
tough environment," said Executive Chairman John Devine. "As
discussed earlier this year, we have much more to do and remain
focused on our top priorities. With a new management team
coming together, a strong balance sheet, and a clear sense of
urgency, we are committed to repositioning Dana for a strong
future."
Added Chief Executive Officer Gary Convis, "As we pursue
improved financial performance, we are taking aggressive actions
to enhance our operational excellence. Chief among these are
the establishment of shared, targeted metrics across all of our
businesses; the implementation of the Dana Operating System, a
coordinated approach to drive continuous improvement throughout
our operations; and the review of our global manufacturing
footprint to ensure that we are producing the right products in
the right places to best serve the needs of our customers."
Business Segment Highlights
First-quarter EBITDA for Dana's Automotive Systems Group
(ASG) totaled US$109 million, compared to US$72 million in 2007.
Sales increased US$106 million compared to 2007. Each of the
ASG businesses was adversely impacted by the effects of lower
North American volume, including the effects of a labor
disruption at a major automotive parts supplier. Offsetting the
weakness in the North American markets were stronger production
levels elsewhere in the world, currency, and benefits from
customer pricing actions.
EBITDA for Dana's Heavy Vehicle Systems Group (HVSG) totaled
US$60 million for the first quarter of 2008, compared to US$56
million last year. The group's Commercial Vehicle segment
reported a sales decline of 10 percent, primarily because of
lower North American production following the buying surge in
advance of 2007 emission regulations. The Off-Highway Products
segment reported a US$95 million increase in sales compared to
the first quarter of 2007. Off-Highway sales benefited from
increased production, new programs, and currency.
Unprecedented Steel Costs
Contribute to Challenging Environment
In addition to vehicle production declines in several North
American sectors, Dana's results are being significantly
impacted by steel costs. Dana purchases approximately 1.5
million tons of steel and products with significant steel
content annually. Average prices for scrap and hot-rolled steel
increased by approximately 30 percent during the first quarter
of 2008, and prices have continued to climb. While the company
has taken certain available measures to mitigate these costs, at
average scrap steel prices of US$525 per ton for 2008, Dana
could experience an adverse impact of US$70 million to
US$100 million on the annual cost of its steel and steel-based
products.
A full-text copy of Dana Corporation's first quarter 2008
financial report is available for free at:
http://bankrupt.com/misc/Dana_Form10Q_1stQ2008.html
Dana Holding Corporation
Unaudited Consolidated Balance Sheet
As of March 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents US$1,283,000,000
Restricted cash 0
Accounts receivable
Trade, net of US$23,000,000 allowance 1,444,000,000
Other 364,000,000
Inventories
Raw materials 383,000,000
Work in process and finished goods 634,000,000
Assets of discontinued operations 0
Other current assets 123,000,000
--------------
Total current assets 4,231,000,000
Goodwill 310,000,000
Intangibles 678,000,000
Investments and other assets 252,000,000
Investments in affiliates 183,000,000
Property, plant and equipment, net 2,049,000,000
--------------
Total Assets US$7,703,000,000
==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable, including current portion
of long-term debt US$127,000,000
Debtor-in-possession financing 0
Accounts payable 1,214,000,000
Accrued payroll and employee benefits 268,000,000
Liabilities of discontinued operations 0
Taxes on income 142,000,000
Other accrued liabilities 555,000,000
--------------
Total current liabilities 2,306,000,000
Liabilities subject to compromise 0
Deferred employee benefits
and other non-current liabilities 907,000,000
Long-term debt 1,321,000,000
Minority interest in consolidated subsidiaries 115,000,000
Commitments and contingencies 0
--------------
Total liabilities 4,649,000,000
--------------
Shareholders' Equity:
Preferred Stock, Series A 242,000,000
Preferred Stock, Series B 529,000,000
Common stock 1,000,000
Prior Dana common stock 0
Additional paid-in capital 2,267,000,000
Retained earnings (deficit) (29,000,000)
Accumulated other comprehensive income 44,000,000
--------------
Total stockholders' equity 3,054,000,000
--------------
Total Liabilities & Stockholders' Equity US$7,703,000,000
==============
Dana Holding Corporation
Unaudited Consolidated Statement of Operations
For Three Months Ended March 31, 2008
Net sales US$2,312,000,000
Costs and expenses
Cost of sales 2,179,000,000
Selling, general and administrative expenses 99,000,000
Amortization of intangibles 12,000,000
Realignment charges, net 17,000,000
Other income, net 40,000,000
--------------
Income from continuing operations before interest,
reorganization items and income taxes 45,000,000
Interest expense 35,000,000
Reorganization items, net 107,000,000
Fresh start accounting adjustments 1,009,000,000
--------------
Income (loss) from continuing operations
before income taxes 912,000,000
Income tax expense (219,000,000)
Minority interests (4,000,000)
Equity in earnings of affiliates 3,000,000
--------------
Income(loss) from continuing operations 692,000,000
Loss from discontinued operations (7,000,000)
--------------
Net income (loss) US$685,000,000
==============
Dana Holding Corporation
Unaudited Consolidated Statement of Cash Flows
For Three Months Ended March 31, 2008
OPERATING ACTIVITIES:
Net income US$685,000,000
Depreciation and amortization 90,000,000
Amortization of inventory valuation 15,000,000
Minority interest 4,000,000
Deferred income taxes 189,000,000
Gain on settlement of liabilities
subject to compromise (27,000,000)
Payment of claims (88,000,000)
Reorganization items net of cash payments 61,000,000
Fresh start adjustments (1,009,000,000)
Payments to VEBAs (788,000,000)
Loss on sale of businesses and assets 8,000,000
Changes in working capital (185,000,000)
Other, net (4,000,000)
--------------
Net cash provided by
(used for) operating activities (1,049,000,000)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (45,000,000)
Proceeds from sale of businesses and assets 5,000,000
Change in restricted cash 93,000,000
Other 3,000,000
--------------
Net cash flows provided by
(used for) investing activities 56,000,000
FINANCING ACTIVITIES:
Proceeds from (repayment of) DIP facility (900,000,000)
Net change in short-term debt (25,000,000)
Payment of DCC Medium Term Notes (136,000,000)
Proceeds from Exit Facility Debt 1,430,000,000
Original issue discount fees (114,000,000)
Deferred financing fees (40,000,000)
Repayment of Exit Facility Debt (4,000,000)
Issuance of Series A and Series B preferred stock 771,000,000
Other (6,000,000)
--------------
Net cash flows provided by
(used for) financing activities 976,000,000
Net (decrease) in cash and cash equivalents (17,000,000)
Cash and cash equivalents, beginning of period 1,271,000,000
Effect of exchange rate changes on cash balances 25,000,000
Net change in cash of discontinued operations 4,000,000
--------------
Cash and cash equivalents, end of period US$1,283,000,000
==============
About DANA
Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies. Dana
employs 46,000 people in 28 countries. Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.
Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.
The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total
assets and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.
Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.
Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders. Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.
The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007. On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.
The Debtors' Third Amended Joint Plan of Reorganization was
deemed effective as of Jan. 31, 2008. Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.
(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Standard & Poor's Ratings Services assigned its
'BB-' corporate credit rating to Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008. The
outlook is negative. At the same time, Standard & Poor's
assigned Dana's US$650 million asset-based loan revolving credit
facility due 2013 a 'BB+' rating (two notches higher than the
corporate credit rating) with a recovery rating of '1',
indicating an expectation of very high recovery in the event of
a payment default. In addition, S&P assigned a 'BB' bank loan
rating to Dana's US$1.43 billion senior secured term loan with a
recovery rating of '2', indicating an expectation of average
recovery.
The TCR-LA reported on Jan. 9, 2008, that Moody's Investors
Service affirmed the ratings of the reorganized Dana Holding
Corporation as: Corporate Family Rating, B1; Probability of
Default Rating, B1. In a related action, Moody's affirmed the
Ba3 rating on the senior secured term loan and raised the rating
on the senior secured asset based revolving credit facility to
Ba2 from Ba3. Moody's said the outlook is stable.
ESTABLECIMIENTO AVICOLA: Individual Reports Filing on Sept. 12
--------------------------------------------------------------
Estudio Castro, Danovara y Asociados -- the court-appointed
trustee for Establecimiento Avicola La Campesina SA's
reorganization proceeding -- will present the validated claims
as individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 12, 2008.
Estudio Castro will be verifying creditors' proofs of claim
until July 17, 2008. The trustee will submit to court a general
report containing an audit of the firm's accounting and banking
records on Oct. 24, 2008.
Establecimiento Avicola's creditors will vote on the completed
settlement plan during an informative assembly on
April 30, 2009.
The debtor can be reached at:
Establecimiento Avicola La Campesina SA
Emilio Castro 7440
Buenos Aires, Argentina
The trustee can be reached at:
Estudio Castro, Danovara y Asociados
Jeronimo Salguero 2533
Buenos Aires, Argentina
RESIDENTIAL CAPITAL: Gets Consents for US$14B Note Tender Offers
----------------------------------------------------------------
Residential Capital, LLC, disclosed that, in connection with its
pending private exchange offers and cash tender offers for any
and all of the U.S. dollar equivalent US$14 billion in aggregate
principal amount of its outstanding notes, it has received
requisite consents relating to the offers and has entered into
supplemental indentures adopting the proposed amendments to the
indentures under which the old notes were issued.
The amendments to the old notes release the subsidiary
guarantees of ResCap's obligations under the old notes and
eliminate certain of the restrictive covenants and events of
default in the indentures. Accordingly, claims with respect to
all new notes issued in the exchange offers will be effectively
senior to claims with respect to unexchanged old notes to the
extent of the value of all assets of the subsidiary guarantors
as well as the collateral securing the new notes.
In addition, ResCap extended the early delivery time to 5:00
p.m., New York City time, on Wednesday, May 21, 2008. Notes
tendered prior to the early delivery time will be eligible to
receive the early delivery payment described in the
informational documents.
Tendered old notes may no longer be withdrawn. The offers will
expire at 11:59 p.m., New York City time, on June 3, 2008,
unless extended by ResCap with respect to any or all series of
old notes.
The offers are subject to significant conditions that are
further
described in the informational documents. In particular, the
offers are conditioned on ResCap entering into a new first lien
senior secured credit facility, providing for US$3.5 billion of
commitments on terms acceptable to ResCap. As a result of these
conditions, ResCap may not be required to exchange or purchase
any of the old notes tendered.
Documents relating to the offers will only be distributed to
noteholders who complete and return a letter of eligibility
confirming that they are within the category of eligible
investors for this private offer. Noteholders who desire a copy
of the eligibility letter should contact Global Bondholder
Service Corporation, the information agent for the offers, at
(866) 470-3800 (U.S. Toll-free) or (212) 925-1630 (Collect).
Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC. Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Moody's Investors Service downgraded to Ca, from
Caa1, its ratings on the senior debt of Residential Capital, LLC
subject to the bond exchange announced by ResCap on May 2, 2008.
The rating of ResCap's approximately US$1.2 billion of bonds
maturing on June 9, 2008 was affirmed at Caa1. All ratings
remain under review for downgrade.
Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange. The ratings remain
on CreditWatch with negative implications, where they were
placed on April 24, 2008.
Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement. ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer. Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.
SIEMBRA Y COSECHA: Trustee to File Individual Reports on Aug. 12
----------------------------------------------------------------
Sergio Mazzitelli, the court-appointed trustee for Siembra y
Cosecha S.A.'s bankruptcy proceeding, will present the validated
claims as individual reports in the National Commercial Court of
First Instance in Buenos Aires on Aug. 12, 2008.
Mr. Mazzitelli will be verifying creditors' proofs of claim
until June 13, 2008. He will submit to court a general report
containing an audit of Siembra y Cosecha's accounting and
banking records on Sept. 23, 2008.
Mr. Mazzitelli is also in charge of administering Siembra y
Cosecha's assets under court supervision and will take part in
their disposal to the extent established by law.
The debtor can be reached at:
Siembra y Cosecha SA
Vuelta de Obligado 4776 PB
Buenos Aires, Argentina
The trustee can be reached at:
Sergio Mazzitelli
Viamonte 1546
Buenos Aires, Argentina
SOL OBRAS: Files for Reorganization in Court
--------------------------------------------
Sol Obras SA has requested for reorganization approval after
failing to pay its liabilities since March 13, 2008.
The reorganization petition, once approved by the court, will
allow Sol Obras to negotiate a settlement with its creditors in
order to avoid a straight liquidation.
The case is pending in the National Commercial Court of First
Instance No. 10 in Buenos Aires. Clerk No. 19 assists the court
in this case.
The debtor can be reached at:
Sol Obras SA
Santa Fe 3388
Buenos Aires, Argentina
SU TAXI: Buenos Aires Court Concludes Reorganization
----------------------------------------------------
Su Taxi S.A. concluded its reorganization process, according to
data released by Infobae on its Web site.
The closure came after the National Commercial Court of First
Instance in Buenos Aires, homologated the debt plan signed
between the company and its creditors.
TALLERES LLAVE: Proofs of Claim Verification Deadline Is Aug. 12
----------------------------------------------------------------
The court-appointed trustee for Talleres Llave S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
Aug. 12, 2008.
The trustee will present the validated claims in court as
individual reports on Sept. 24, 2008. The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Talleres Llave and its creditors.
Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.
A general report that contains an audit of Talleres Llave's
accounting and banking records will be submitted in court on
Nov. 5, 2007.
The trustee is also in charge of administering Talleres Llave's
assets under court supervision and will take part in their
disposal to the extent established by law.
=============
B E R M U D A
=============
ADVANCED MICRO: Board Appoints Clegg to Compensation Committee
--------------------------------------------------------------
The Board of Directors of Advanced Micro Devices, Inc.,
appointed Frank Clegg to the Board's Compensation Committee and
Nominating and Corporate Governance Committee, effective
May 8, 2008.
Mr. Clegg will receive similar benefits the company provides to
non-employee independent directors for his Board and Committee
service.
Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets. Outside the United States, the company
has subsidiaries in Belgium, Brazil, China, Germany, Japan,
Malaysia and Bermuda.
At Dec. 29, 2007, the company's consolidated balance sheet
showed US$11.550 billion in total assets, US$8.295 billion in
total liabilities, US$265.0 million in minority interest in
consolidated subsidiaries, and US$2.990 billion in total
stockholders' equity.
* * *
As reported on Troubled Company Reporter-Latin America on
April 11, 2008, Standard & Poor's Ratings Services placed its
'B' corporate credit and senior unsecured ratings on Advanced
Micro Devices Inc. on CreditWatch with negative implications.
As reported in the Troubled Company Reporter-Latin America on
Jan. 28, 2008, Fitch downgraded these ratings on Advanced Micro
Devices Inc., including its Issuer Default Rating to 'B-' from
'B'; and its Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.
The Rating Outlook remains Negative.
ADVANCED MICRO: Randy Allen to Head Computing Solutions Group
-------------------------------------------------------------
AMD disclosed several organizational and executive changes as
part of the company's ongoing efforts to re-architect its
business for sustained profitability.
"We are accelerating AMD's transformation, reshaping the
organization and bolstering our management team to lead in our
x86 microprocessor and graphics businesses," Dirk Meyer, AMD
president and COO, said. "Placing experienced leaders in new,
more focused roles will enhance our execution and progress
towards sustained profitability and long-term success. The
creation of a Centralized Engineering organization aligns and
focuses AMD's world-class engineers and intellectual property
portfolio on the strong business opportunities in front of us."
In his new role as Senior Vice President, Computing Solutions
Group, Randy Allen reports into President and COO Dirk Meyer and
is responsible for the development and management of AMD's broad
and growing portfolio of consumer and commercial microprocessor
solutions and platforms. The twenty-four year AMD veteran was
most recently responsible for AMD's Server and Workstation
business and previously oversaw microprocessor engineering for
the company, including the successful introductions of the AMD
Opteron(TM) and AMD Athlon(TM) 64 processors.
The newly formed Central Engineering organization will be co-led
by Chekib Akrout, who is joining AMD, and Jeff VerHeul,
corporate vice president of design engineering at AMD. The
Central Engineering leadership team will direct the development
and execution of AMD's technology and product roadmaps in
partnership with AMD's business units and will report directly
to Dirk Meyer.
Akrout is joining AMD after serving as vice president of design
technology at Freescale Semiconductor. Prior to Freescale,
Akrout worked at IBM and managed the development of a wide range
of products including microprocessors, application specific
integrated circuits (ASICs) and mixed signal devices. He was
responsible for IBM's work on the development of the Cell
processor, the Xbox 360 processor for Microsoft, and embedded
PowerPC cores.
VerHeul joined AMD in August 2005 after a twenty-five year
career with IBM. Most recently, he led the AMD's microprocessor
design engineering organization.
AMD also promoted Allen Sockwell to senior vice president, human
resources and Chief Talent Officer responsible for developing
AMD's leadership assets and employee talent.
As part of these management changes, Mario Rivas, formerly
executive vice president, Computing Solutions Group and Michel
Cadieux, formerly senior vice president and Chief Talent
Officer, have left AMD to pursue new opportunities.
Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets. Outside the United States, the company
has subsidiaries in Belgium, Brazil, China, Germany, Japan,
Malaysia and Bermuda.
At Dec. 29, 2007, the company's consolidated balance sheet
showed US$11.550 billion in total assets, US$8.295 billion in
total liabilities, US$265.0 million in minority interest in
consolidated subsidiaries, and US$2.990 billion in total
stockholders' equity.
* * *
As reported on Troubled Company Reporter-Latin America on
April 11, 2008, Standard & Poor's Ratings Services placed its
'B' corporate credit and senior unsecured ratings on Advanced
Micro Devices Inc. on CreditWatch with negative implications.
As reported in the Troubled Company Reporter-Latin America on
Jan. 28, 2008, Fitch downgraded these ratings on Advanced Micro
Devices Inc., including its Issuer Default Rating to 'B-' from
'B'; and its Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.
The Rating Outlook remains Negative.
SCOTTISH RE: S&P Puts D Rating on US$125 Million Preferred Stock
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its preferred stock
rating on Scottish Re Group Ltd.'s $125 million noncumulative
perpetual preferred stock issue to 'D' from 'CCC-'. The rating
had been on CreditWatch with negative implications.
"The rating action reflects the company's discretionary decision
to not declare or pay dividends on the April 15, 2008, dividend
date because of its financial conditions," explained Standard &
Poor's credit analyst Robert A. Hafner. The company does not
expect to declare or pay dividends on the July 2008 dividend
date and also cautioned that under the terms of the issue, it
might be precluded from declaring or paying dividends on the
Oct. 15, 2008, dividend date.
Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist. Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore. Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc. Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities. On Sept. 30, 2007,
Scottish Re reported total assets of US$13.4 billion and
shareholder's equity of US$869 million.
===========
B R A Z I L
===========
AMR CORP: EBITDAR Covenant Waived under Citicorp Credit Facility
----------------------------------------------------------------
American Airlines, Inc., as the borrower, and AMR Corp., as
guarantor, previously entered into an Amended and Restated
Credit Agreement, dated as of March 27, 2006, with Citicorp USA,
Inc., as administrative agent, JPMorgan Chase Bank, N.A., as
syndication agent, and a syndicate of lenders arranged by
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
as joint lead arrangers and joint book-running managers. The
loan facilities under the Credit Agreement consist of an undrawn
US$255 million secured revolving credit facility with a final
maturity on June 17, 2009, and a fully drawn US$439 million
secured term loan facility with a final maturity on
Dec. 17, 2010.
The Credit Agreement contains a covenant requiring AMR to
maintain, for specified periods, a minimum ratio of cash flow to
fixed charges. The minimum ratios for the four quarter periods
ending as of specified dates are currently as:
Four Quarter Period Ending Minimum Ratio
-------------------------- -------------
June 30, 2008 1.40:1.00
September 30, 2008 1.40:1.00
December 31, 2008 1.40:1.00
March 31, 2009 1.40:1.00
June 30, 2009 1.50:1.00
American and AMR have obtained the approval by the requisite
lenders of an amendment to the Credit Agreement, pursuant to
which:
(1) compliance with the EBITDAR Covenant will be irrevocably
waived for all periods ending on any date from (and
including) June 30, 2008 through March 31, 2009 and
(2) the EBITDAR Covenant will be amended to provide that
thereafter, AMR will be required to maintain, for each
period, a ratio of cash flow to fixed charges of not less
than the amount specified below for such period.
Period Minimum Ratio
------ -------------
Quarter ending June 30, 2009 0.90:1.00
Two quarters ending September 30, 2009 0.95:1.00
Three quarters ending December 31, 2009 1.00:1.00
Four quarters ending March 31, 2010 1.05:1.00
Four quarters ending June 30, 2010 1.10:1.00
Four quarters ending September 30, 2010 1.15:1.00
No other changes to the Credit Agreement will be effected by the
Amendment. American will pay certain fees to the lenders under
the Credit Agreement in connection with obtaining the Amendment.
Effectiveness of the Amendment is subject to the satisfaction of
certain conditions, and American and AMR expect that these
conditions will be satisfied and the Amendment will become
effective May 15, 2008.
Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline. At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.
Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle." American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.
* * *
As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive. S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.
BANCO ITAU: Credit Card Sales to Increase to BRL18.4 Bln. in May
----------------------------------------------------------------
Banco Itau Holding Financeira SA's Card Division Marketing Chief
Fernando Chacon told the press that Mother's Day will help
increased Brazil's credit card sales by 21.6% to BRL18.4 billion
in May 2008, compared to May 2007.
May 2008 will likely be the highest monthly sales volume since
December 2007, when credit card sales totaled BRL21.5 billion,
Mr. Chacon commented to BNamericas. Despite rising interest
rates, sales volume will increase 22.9% in the first five months
of 2008, compared to the same period in 2007, Mr. Chacon added.
Mr. Chacon told BNamerica that increasing food costs will affect
sales, especially among low-income earners. They could decrease
purchases of "superfluous products," Mr. Chacon added.
According to BNamericas, Mr. Chacon said that the default rate
for credit cards in Brazil remained stable. It even dropped a
little so far in 2008, Mr. Chacon said.
BNamericas relates that the bank expects the number of credit
cards in circulation to increase 16.3% to 98.6 million in May
2008, compared to May 2007. The number of cards in circulation
will total the 100 million in June, Banco Itau added.
Banco Itau Holding Financeira SA -- http://www.itau.com.br/--
is a private bank in Brazil. The company has four principal
operations: banking -- including retail banking through its
wholly owned subsidiary, Banco Itau SA(Itau), corporate banking
through its wholly owned subsidiary, Banco Itau BBA SA (Itau
BBA) and consumer credit to non-account hold customers through
Itaucred -- credit cards, asset management and insurance,
private retirement plans and capitalization plans, a type of
savings plan. Itau Holding provides a variety of credit and
non-credit products and services directed towards individuals,
small and middle market companies and large corporations. The
bank has offices in Miami, New York, Hongkong, Lisbon,
Luxembourg, Bahamas, the Cayman Islands, Chile and Uruguay.
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of Banco Itau Holding
Financiera S.A.'s 'BB+' foreign currency IDR rating to positive
from stable.
BOMBARDIER INC: Fitch Lifts Issuer Default Rating to BB+
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and long-
term debt rating for Bombardier Inc. to 'BB+' from 'BB'.
-- IDR to 'BB+' from 'BB';
-- Senior unsecured debt to 'BB+' from 'BB';
-- Preferred stock to 'BB-' from 'B+'.
The Rating Outlook is Stable. The ratings affect approximately
US$4.7 billion of outstanding debt and preferred stock as of
Jan. 31, 2008.
The upgrades to BBD's ratings reflect improved credit metrics,
the company's progress in realizing higher margins and cash
flow, and a solid outlook for many of its end-markets. The
ratings are also supported by a large backlog, the company's
business diversification, its leading market positions, the
robust business jet market, and its healthy liquidity position.
The company's ratings were previously upgraded one notch in
January 2008 when it used high cash balances to reduce debt by
approximately $1 billion. BBD is focused on building a stronger
capital structure and further reducing leverage, which would
help reduce its cost of funds and improve the company's
financial and strategic flexibility.
Although Fitch anticipates that BBD could further strengthen its
financial profile over the long term, the Stable Outlook
incorporates shorter term operating challenges that the company
continues to address. These include margins that, while
improving, remain relatively low by industry standards,
particularly in the business jet and regional aircraft
businesses. In fiscal 2008 aerospace margins increased to 5.8%
compared to 3.9% in fiscal 2007. As a result of an accounting
change, the aerospace business may attain BBD's margin target of
8% as early as fiscal 2009, but the company could reset its
target to reflect the accounting change and its outlook for the
business. In the transportation business, margins in fiscal
2008 before special charges increased to 4.4%, up from 3.9% in
fiscal 2007. The increase includes the benefits of a previously
completed restructuring program which have been partially offset
by special charges and a reduction in scope related to BBD's
participation in the Metronet project. Fitch believes BBD
should be able to complete the rest of the project at a
reasonable level of profitability, but the recent program
adjustments represent a delay in BBD's long-term plans to grow
margins to 6% and expand its presence and capabilities in
signaling and services work in the transportation sector.
Other rating concerns include business jet market cyclicality
and the impact of exchange rate volatility on margins, financial
results, and planning. Aerospace concerns include risks
inherent in developing new aircraft models, new entrants in the
regional jet (RJ) market, and contingent obligations related to
past aircraft sales, although these contingent obligations are
spread out over time and are not a near-term concern. Tighter
conditions in the credit markets could potentially prompt BBD to
provide aircraft financing, at least on an interim basis, that
could increase its funding needs and make it more difficult to
achieve better credit metrics.
BBD continues to hold significant market shares in its aerospace
and transportation markets. During fiscal 2008 BBD's total
orders increased significantly due to growing international
demand for business jets and a rebound in demand for larger
regional aircraft. Aerospace unit orders were 698 aircraft in
fiscal 2008 compared to 363 aircraft in fiscal 2007, bringing
the aerospace backlog to US$22.7 billion. Orders in the
transportation segment were comparatively stable at US$11.3
billion after increasing in fiscal 2007 to US$11.8 billion due
to large orders for rolling stock. Transportation's backlog
rose to US$30.9 billion. Bombardier's total backlog at the end
of fiscal 2008 was US$53.6 billion, up from US$40.7 billion.
After meeting with the management of the CSeries program, Fitch
has become more positive on the business case for the program,
although risks are still present. Fitch's concerns regarding
the program include execution of the development and
certification plan (which is a common concern for all new
aircraft programs), the potential need for BBD to finance some
deliveries, the supply chain, market demand, and potential
competitor responses. Fitch's previous concerns about the
CSeries' source of technological advantage have been reduced by
BBD's disciplined approach to designing the plane, which has
increased the likelihood that the CSeries will produce the
expected fuel efficiency, noise reduction and reduced emissions.
The technology supporting these benefits includes the new geared
turbofan engine from Pratt & Whitney and an increased use of
advanced materials (composites and an aluminum-lithium alloy).
The interior is also attractive, incorporating many features
which are similar to those found in the Boeing 777 and 787.
Potential competition from Boeing, Airbus and RJ manufacturers
represents a significant concern, including pricing actions on
existing aircraft from Boeing and Airbus.
In February 2008, BBD's board of directors authorized CSeries
sales offers to customers. BBD has not announced any launch
orders, but if sufficient orders are received, BBD could launch
the CSeries by the end of 2008, with entry into service expected
in 2013. The CSeries would serve as BBD's entry into the
mainline aircraft market, targeting the low end of the 100-149
seat range (110-130 seats). Expenditures for development and
tooling are estimated at approximately US$3.2 billion, with BBD
picking up about one-third of the cost and suppliers and
governments picking up the rest. Fitch estimates that BBD
should be able to fund the program with internally generated
cash or cash balances. In addition to lower operating costs, an
important foundation of BBD's business case for the CSeries is
the argument that the aircraft will be the only plane in the
market specifically designed for the 100-149-seat segment, with
all other aircraft in the segment scaled up or down from other
models.
Free cash flow rose substantially in fiscal 2008 to US$1.9
billion. The receipt of customer advances in fiscal 2008
generated an unusually large amount of cash from working
capital. While a similar cash inflow is not expected to recur,
free cash flow should be supported by BBD's large backlog,
especially in the aerospace segment. Cash deployment is
primarily directed toward capital expenditures that include the
development of new aircraft such as the CSeries. Expenditures
are expected to be spread out over several years, so the impact
of the development programs on BBD's financial position should
be manageable.
BBD's credit protection measures at the end of fiscal 2008
continued to improve as debt/EBITDA declined to 3.24 times (x)
compared to 4.74x one year earlier. Stronger free cash flow
measures were largely attributed to the impact of working
capital as described above. Although FFO Interest Coverage
declined to 2.54x in fiscal 2008 from 3.47x in fiscal 2007, it
included the impact of a large, US$826 million pension
contribution. Going forward, the ratio should benefit from a
lower pension contribution in fiscal 2009, estimated by BBD at
US$315 million, as well as BBD's US$1 billion debt reduction
debt completed at the end of fiscal 2008.
At Jan. 31, 2008, BBD maintained US$3.6 billion of unrestricted
cash balances, not including US$1.3 billion of restricted cash
related to its letter of credit (LOC) facility. Restricted cash
balances are not available for liquidity purposes or for the
benefit of unsecured bond holders. Bombardier's unrestricted
cash balances are the company's sole source of liquidity as it
does not have a bank facility available; the LOC facility is
restricted to LOC issuance. BBD's liquidity position benefits
from a reduction in net pension liability following significant
contributions in 2008. In addition, debt maturities are minimal
until fiscal 2013.
About Bombardier Inc.
Headquartered in Canada, Bombardier Inc. --
http://www.bombardier.com/-- (TSE:BBD.B) manufactures
innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment,
systems and services.
The company manufactures rail equipment through its Bombardier
Transportation unit. Bombardier Transport's Europe management
office is located in Germany. The company also has production
facilities in France, Spain, Switzerland, Belgium, Italy,
Austria, Hungary, Czech Republic, Poland, Denmark, Sweden,
Norway an the United Kingdom. Other production facilities are
located at Brazil, China, India and Australia.
CENTRAIS ELETRICAS: Net Profit Increases to BRL842MM in 1st Qtr.
----------------------------------------------------------------
Centrais Eletricas Brasileiras SA's net profit increased 261% to
BRL842 million in the first quarter 2008, compared to
BRL233 million in the first quarter 2007.
Business News Americas relates that Centrais Eletricas' net
revenue grew 27% to BRL6.52 billion in the first quarter 2008,
from the same period last year. The firm's operating revenue
increased 305% to BRL1.64 billion.
Centrais Eletricas told BNamericas that the results in part
indicate reduced exchange rate losses.
Centrais Eletricas Brasileiras SA aka Eletrobras operates in the
electric power sector in Brazil. The objective of Eletrobras is
to perform activities involving studies, projects, construction
and operation of electric power plants, transmission and
distribution lines as well as underlying trade operations
arising therefrom. Eletrobras is tasked with the preparation of
studies and with drawing up construction projects for
hydroelectric generation, transmission lines and substations to
supply Brazil. It engages areas involving granting loans and
financing, providing guarantees, locally or abroad, and
acquiring debentures of companies and holders of public electric
power services under their control; providing loans and
guarantees, locally or abroad, for technical and scientific
research institutions; and promoting and supporting researches
relating to the power sector, linked to the generation,
transmission and distribution of electric power.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 22, 2007, Standard & Poor's Ratings Services raised its
long-term foreign currency counterparty credit rating on
Centrais Eletricas Brasileiras S.A. aka Eletrobras to 'BB+' from
'BB'. S&P said that outlook is positive.
COMPANHIA PARANAENSE: Will Dispatch Araucaria Thermo Plant
----------------------------------------------------------
Companhia Paranaense de Energia SA's President Ruben Ghilardi
said in a Web cast that the firm will dispatch its 480-megawatt
Araucaria thermo plant at full capacity to help Brazil boost
power exports to Argentina, Business News Americas reports.
BNamericas relates that Brazil agreed to export up to 1.5
gigawatts of electricity to Argentina from June-August this
year. It already began the export at 300 megawatts. Argentina
will also export electricity to Brazil in September-November.
Due to grid operator Operador Nacional do Sistema Eletrico's
decision to dispatch thermos to spare hydro reservoirs during
the rainy season, the Araucaria plant began the year operating
at above-average levels, BNamericas notes. The plant worked
full time from September 2007 through March 2008, when it was
shut down due to planned maintenance. Mr. Ghilardi told
BNamericas that the plant is now back on the grid, but not yet
at full capacity.
Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/ir-- (NYSE: ELP/LATIBEX:
XCOP/BOVESPA: CPLE3, CPLE5, CPLE6) transmits and distributes
electricity to more than 3 million customers in the state of
Parana and has a generating capacity of nearly 4,600 megawatts,
primarily from hydroelectric plants. COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services. The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed. In response, Copel is
re-evaluating its corporate structure. The government of Parana
controls about 59% of Copel.
* * *
As reported in the Troubled Company Reporter-Latin America on
Dec. 13, 2006, Moody's America Latina upgraded the corporate
family rating of Companhia Paranaense de Energia aka Copel to
Ba2 from Ba3 on its global scale. Moody's also upgraded its
rating on the company's BRL500 million senior unsecured
guaranteed debentures due 2007 to Ba2 from Ba3 (Global Local
Currency) as well as its rating on the BRL400 million senior
secured Guaranteed debentures due 2009 to Ba1 from Ba2 (Global
Local Currency). Moody's said the rating outlook is stable.
This rating action concludes the review process initiated on
July 26, 2006, and still hold to date.
DELPHI CORP: Sues Appaloosa Management for Reneging on EPCA
-----------------------------------------------------------
Delphi Corp. and its debtor-affiliates filed complaints against
Appaloosa Management L.P. and eight other plan investors and
related parties, who on April 4, 2008 refused to honor their
equity financing commitment of up to US$2.55 billion and refused
to participate in the closing that would have led to Delphi's
successful emergence from Chapter 11 last month. The complaints
were filed in the U.S. Bankruptcy Court for the Southern
District of New York.
As reported in the Troubled Company Reporter on April 17, 2008,
the Debtors believe that Plan Investors A-D Acquisition
Holdings, LLC, Harbinger Del-Auto Investment Company, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Inc., UBS Securities LLC,
Goldman, Sachs & Co., and Pardus DPH Holding LLC, wrongfully
terminated the New Equity Purchase and Commitment Agreement and
disputed the allegations that it breached the New EPCA or failed
to satisfy any condition to the Plan Investors' obligations.
At the time ADAH delivered its April 4 Termination Notice, the
representatives of Delphi's exit financing lenders, General
Motors Corp., the Official Committee of Unsecured Creditors, the
Official Committee of Equity Security Holders, and all other
parties needed for the Debtors' successful closing and emergence
from Chapter 11, other than the Plan Investors, were present and
were prepared to move forward. Moreover, all actions necessary
to consummate the Plan, including obtaining US$6,100,000,000 of
exit financing, were taken other than the concurrent closing and
funding of the New EPCA.
Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan relates in a regulatory filing with the Securities
and Exchange Commission that Delphi's Board of Directors had:
(a) formed a special litigation committee; and
(b) engaged independent legal counsel to consider and pursue
any and all available equitable and legal remedies,
including the commencement of legal action in the U.S.
Bankruptcy Court for the Southern District of New York to
seek all appropriate relief, including the Plan
Investors' specific performance of their obligations
under the New EPCA.
"We believe that the plan investors breached their obligations
under the Equity Purchase and Commitment Agreement that was the
financial foundation for our Court-approved plan of
reorganization," David Sherbin, Delphi vice president, general
counsel and chief compliance officer, said. "The plan investors
vigorously pursued a prominent role in our restructuring,
received over $60 million in fees for their commitments and
positioned themselves to reap substantial profits after
consummation of the Plan," Mr. Sherbin said.
Delphi's court filing alleges that the plan investors schemed to
avoid their obligations rather than fulfill them.
Following the failed April 4 closing, Delphi retained special
litigation counsel to evaluate the company's legal rights and
report its recommendations to a committee of the Board of
Directors. The litigation commenced is the result of that
process.
"Delphi has been unwavering in its commitment to meet the needs
of our customers and employees and to achieve a successful
reorganization," Mr. Sherbin said. "Our efforts to emerge were
seriously undermined when we failed to close because of the
actions of Appaloosa and the other plan investors. We hold them
accountable for the harm they have caused to Delphi and our
stakeholders."
Defendants named in the complaints are:
-- Appaloosa Management L.P.;
-- A-D Acquisition Holdings, LLC;
-- Harbinger Del-Auto Investment Company, Ltd.;
-- Pardus DPH Holding LLC;
-- Merrill Lynch, Pierce, Fenner & Smith Incorporated;
-- Goldman Sachs & Co.;
-- Harbinger Capital Partners Master Fund I, Ltd.;
-- Pardus Special Opportunities Master Fund L.P.; and
-- UBS Securities LLC.
Delphi asserts claims for breach of contract and fraud, and asks
the Bankruptcy Court to enter a judgment of specific performance
requiring the plan investors to provide equity funding in an
amount up to US$2.55 billion pursuant to the EPCA and to pay
compensatory and punitive damages in an amount to be determined
at trial.
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology. The company's
technology and products are present in more than 75 million
vehicles on the road worldwide. Delphi has regional
headquarters in Japan, Brazil and France.
The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors. As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.
The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007. The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.
(Delphi Bankruptcy News, Issue No. 129; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)
EL PASO: Share-Repurchase Program Won't Affect S&P's Ratings
------------------------------------------------------------
Standard & Poor's Rating Services said that its 'BB' corporate
credit rating and positive outlook on energy company El Paso
Corp. and affiliates would not immediately be affected after the
company announced a US$300 million share-repurchase program and
dividend increase. The stock repurchase will be funded through
the cash flow that El Paso generates in excess of its original
2008 guidance due to elevated commodity prices. Because S&P do
not expect the stock buyback to result in increased leverage,
the rating and positive outlook remain unchanged.
Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- is an energy company that provides
natural gas and related energy products. The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe. It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas
import facility with 806 million cubic feet of daily base load
send out capacity. El Paso's exploration and production
business is focused on the exploration for and the acquisition,
development and production of natural gas, oil and natural gas
liquids in the United States, Brazil and Egypt. It operates in
three business segments: Pipelines, Exploration and Production
and Marketing. It also has a Power segment, which holds its
remaining interests in international power plants in Brazil,
Asia and Central America.
GENERAL MOTORS: To Resume Production as Axle & UAW Reach Pact
------------------------------------------------------------
General Motors Corp. is gearing up to continue production by car
plants affected by the strike at American Axle & Manufacturing
Holdings Inc. following a labor agreement reached by Axle and
the United Auto Workers union, Terry Kosdrosky and John D. Stoll
of The Wall Street Journal report citing an unnamed source.
As reported in the Troubled Company Reporter-Latin America on
May 12, 2008, the work stoppage at supplier Axle negatively
impacted GM's liquidity by US$2.1 billion for the three months
ended March 31, 2008. Approximately 30 of GM's plants in North
America have been fully or partially idled by the work stoppage.
GM, however, said the work stoppage has not negatively impacted
the company's ability to meet customer demand due to the high
levels of inventory at its dealers.
GM North America's results were negatively impacted by
US$800 million as a result of the loss of approximately 100,000
production units in the three months ended March 31, 2008. The
automaker anticipates that this lost production will not be
fully recovered after this work stoppage is resolved, due to the
current economic environment in the United States and to the
market shift away from the types of vehicles that have been most
strongly affected by the action at American Axle.
GM also had agreed to provide Axle with upfront financial
support capped at US$200 million to help fund employee buyouts,
early retirements and buydowns to facilitate a settlement of the
work stoppage.
Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908. GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India. In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.
At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Standard & Poor's Ratings Services said its 'B'
long-term and 'B-3' short-term corporate credit ratings on
General Motors Corp. remain on CreditWatch with negative
implications, where they were placed March 17, 2008. The update
follows the announcement by Residential Capital LLC (CC/Watch
Neg/C) that it is launching an exchange offer for unsecured
bonds, which S&P interpret to be a distressed debt exchange.
(Residential Capital is a unit of 49%-owned unit GMAC LLC
[B/Negative/C].
GERDAU SA: Unit Secures US$200MM Loan from Inter-American Dev't.
----------------------------------------------------------------
Business News Americas reports that Gerdau SA's unit Gerdau
Acominas SA has secured a US$200 million loan from the Inter-
American Development Bank to help buy slab casting equipment for
its Ouro Branco steel mill in Minas Gerais.
BNamericas notes that the loan has a nine-year term. It has a
24-year grace period and a disbursement period of 24 months.
According to Intern-American Development, it is granting Gerdau
Acominas some US$50 million. Gerdau Acominas will get
US$150 million from financial institutions that enter into
participation agreements with the bank. BNamericas states that
the project will require total investment of US$370 million.
Inter-American Development's Project Team Leader Rubens Noguchi
commented to BNamericas, "This project is expected to modernize
the Ouro Branco mill and improve competitiveness by increasing
Gerdau Acominas' productivity and improving product quality."
Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products. In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay, India and the
United States.
* * *
As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.
SHARPER IMAGE: Court Approves Selling of Business, Assets
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Sharper Image Corp. to sell its business
and assets. Judge Gross also permitted a joint venture among
Hilco Merchant Resources, LLC, Hilco Consumer Capital, LLC,
Gordon Brothers Retail Partners, LLC, and OB Brands, LLC, to
serve as the stalking horse bidder. Auction of the assets will
be on May 28, 2008.
Judge Gross approved the asset purchase agreement entered on
May 13, 2008, between the Debtor and the Joint Venture. The APA
provides that the Debtor will pay the Joint Venture (i) a break-
up fee not exceeding 2% of the assets' purchase price if it is
not the successful purchaser, and (ii) not exceeding US$500,000
as reimbursement for out-of-pocket expenses incurred by the
Joint Venture in connection with the asset sale. The Break-Up
Fee and the Expense Claim will be deemed an administrative claim
against the Debtor.
A full-text copy of the Joint Venture APA is available for free
at http://bankrupt.com/misc/SI_AssetPurchaseAgreement.pdf
Offers other than from the Stalking Horse Bidder must be
unconditional and not contingent on any event, including any due
diligence investigation, the receipt of financing and further
bidding approval. Offers must exceed the purchase price of the
Stalking Horse Bidder, plus the Break-Up Fee and Expense
Reimbursement, plus the minimum overbid still to be determined
by the Debtor during the Auction. Offers will not be shared
among offerors. All offers are irrevocable until June 5, 2008.
If no offers other than from the Stalking Horse Bidder is
received, the Court will convene a hearing on May 29, 2008, to
consider the sale of the Debtor's assets to the Joint Venture.
Roberta A. DeAngelis, acting United States Trustee for Region 3,
will appoint a consumer privacy ombudsman no later than May 20,
2008. The Ombudsman will help protect the sale of the Debtor's
personally identifiable information of its customers. The
Ombudsman, the Debtor and the Statutory Creditors' Committee
will confer and attempt to agree on a cap on fees and expenses
of the Ombudsman. To the extend of any dispute as to the
appropriate amount of the Cap, the issue will be presented to
the Court for resolution on an expedited basis.
In connection with the sale of the Debtor's assets, it submitted
to the Court a list of the executory contracts and unexpired
leases it intends to assume and the proposed cure costs, if any,
it will pay in connection with the assumption and assignment of
the leases and contracts. A schedule of the Contracts and Cure
Amounts is available for free at:
http://bankrupt.com/misc/SI_AmendedCureSchedule.pdf
Inadequate Discovery Period and
Incorrect Cure Amounts, Parties Assert
Before the hearing on the approval of the asset sale procedures,
several entities filed objections complaining that the asset
sale procedures fail to (i) give them adequate time after the
May 28 Auction to evaluate a successful bidder and, if
necessary, conduct discovery and prepare an appropriate
objection, before the May 29 Sale Hearing; and (ii) specify when
adequate assurance packages are to be provided.
The objecting entities include:
* the U.S. Trustee for Region 3.
* Irvine Company,
* Chagrin Retail, LLC,
* Ontario Two, LLC,
* Returns Management, Inc.,
* Kravco Simon Company,
* RCPI Landmark Properties, L.L.C.,
* The Taubman Landlords,
* Bayer Retail Company II, LLC,
* BP 111 Huntington Avenue, LLC,
* Stopen, LLC,
* Simon Property Group, Inc.,
* Westfield, LLC,
* Inland Southwest Management, LLC
* General Growth Properties, Inc., Developers Diversified
Realty Corp. and Turnberry Associates, and
* The Macerich Company, RREEF Management Company, Cousin
Properties Incorporated, and The Forbes Company.
The Taubman Landlords and The Irvine Company told the Court that
the amounts stated by the Debtor in the schedule of cure amounts
are incorrect.
Taubman asserted that it is entitled to cure amounts totaling
US$196,090, not US$6,297, as stated by the Debtor. Taubman also
asserted that it is entitled to a US$15,000 reimbursement for
its attorneys' fees. Irvine asserted that the Debtor owe it
US$20,559 with respect to two leases.
Objections to the proposed assumption and assignment of the
Leases and Contracts and the Cure Amounts must be filed by
May 21, 2008, and served on the Debtor, the attorneys for the
Secured Lender and the Creditors Committee, and the U.S.
Trustee. Objections will be heard on May 29, 2008.
Hilco/GB Joint Venture's Statement
A joint venture led by Hilco Consumer Capital, L.P. and GB
Brands, LLC, in partnership with Windsong Brands, LLC and
Crystal Capital, announced that it was approved as the stalking
horse bidder for certain assets of The Sharper Image
Corporation.
HCC and GBB have developed a global licensing strategy for
wholesale, retail, direct-to-retail (DTR), e-commerce and
catalog businesses which will exploit The Sharper Image's
heritage of quality, excitement, innovation and fun.
During its 32-year history, The Sharper Image has developed one
of America's most widely recognized and positively perceived
consumer brands. HCC and GBB recognize The Sharper Image's
blend of upscale specialty positioning, iconic stature,
outstanding consumer recognition and appeal across a wide
demographic.
Jamie Salter, CEO of HCC, commented, "The Sharper Image's brand
versatility encompasses a vast array of products which
demonstrates the powerful and consistent brand attributes of
quality, excitement, innovation and fun." He added, "Whether it
is electronics, housewares, health and fitness or unique gifts
in personal care or travel, The Sharper Image brand delivers on
all of the brand's attributes."
Stephen Miller of GBB continued, "GBB envisions this to be a
terrific opportunity to transform a tier-one, iconic American
brand into a global, multi-channel platform of diverse and
unique consumer products using leading technologies and trend-
setting innovations. This reflects the core transformational
competencies of the joint venture partners and we look forward
to working with new licensees to grow the brand worldwide and in
multiple categories."
The joint venture will partner with a number of global
institutions in the ongoing development of The Sharper Image
brand.
About Hilco Consumer Capital
Hilco Consumer Capital http://www.hilcocc.com/is a private
equity firm that makes strategic investments in consumer
lifestyle brands through acquisitions of North American
manufacturers, wholesalers, intellectual property and retailers.
HCC investments range from US$25 million to US$250 million.
Current portfolio brands and companies include Caribbean Joe(R),
Ellen Tracy, Halston(R), Tommy Armour Golf(R), RAM Golf(R), and
Bombay Brands, LLC. HCC is a unit of The Hilco Organization, a
Chicago-based, international provider of diversified financial
and operational services, including business asset valuations,
asset acquisition and disposition services, M&A services and
retail consulting.
About GB Brands, LLC
GB Brands, LLC is a member of the Gordon Brothers Group family
of companies. GB Brands LLC purchases, sells, and licenses
brands and other intellectual property. Founded in 1903, Gordon
Brothers Group http://www.GordonBrothers.com/is a global
advisory, restructuring and investment firm specializing in
retail and consumer products, industrial and real estate
sectors. Gordon Brothers Group maximizes value for both healthy
and distressed companies by purchasing or selling all categories
of assets, appraising assets, providing debt financing, making
private equity investments, and operating businesses for
extended periods. Gordon Brothers Group conducts over US$40
billion in annual transactions and appraisals.
Its private equity fund, 1903 Equity Fund, holds majority or
minority positions in a portfolio of companies including Como
Fred David, Clair de Lune, Deb Shops, Dollarama, Grafton-Fraser,
Laura Secord, Things Remembered and Toys R Us.
About Windsong Brands LLC
Windsong Brands, LLC http://www.windsongbrands.com/is a private
equity firm that focuses on investments in leading middle market
consumer companies that own strong recognizable brands. The
team has a diverse background of consumer expertise that assists
and guides company management to unlock the true potential of
their brand. Windsong Brands makes majority and minority
investments in both public and private companies. Investments
and portfolio brand companies include Ellen Tracy, Caribbean
Joe, Joe's Jeans, Field & Stream, Como Sport, and Alerion
Aviation.
About Crystal Capital
Established by a team of experienced financial professionals,
Crystal Capital is an investment firm that provides capital for
middle market companies across all industries. The founding
principals each have over 25 years of experience and have
provided in excess of US$15 billion in creative capital
commitments for buyouts, recapitalizations, refinancings and
growth opportunities.
About Sharper Image
Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer. It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet. The company has operations in
Australia, Brazil and Mexico. In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.
The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322). Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts. An Official Committee of
UnsecuredCreditors has been appointed in the case. When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000. (Sharper
Image Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
SHARPER IMAGE: Can Pay Obligations Under US$3.6MM Severance Plan
----------------------------------------------------------------
Judge Kevin Gross of the U.S. District Court for the District of
Delaware authorized Sharper Image Corp. to honor obligations
under the amended severance program and take all actions
necessary to implement and effectuate the Amended Severance
Program.
Prior to the hearing on the approval of the severance program,
Roberta A. DeAngelis, acting United States Trustee for Region 3,
told Judge Gross that, under a law in the U.S. Court of Appeals
for the Third Circuit, any payments relating to the length-of-
service award under the Debtor's Amended Severance Program are
subject to proration into their prepetition and postpetition
components, with only the postpetition component receiving
administrative expense treatment.
Since the Petition Date, approximately 187 of the Debtor's
employees have been terminated and approximately 247 employees
have resigned. However, approximately 1,966 of the Debtor's
employees have remained with the company during the Chapter 11
process and contributed value by providing uninterrupted labor
during this uncertain time.
Importantly, these employees have remained, in part, in reliance
on the belief that they would receive certain of their benefits,
including severance, even if the Debtor determined that a
reorganization of the business was not feasible.
Unfortunately, since the Petition Date, the operations of the
Debtor's ongoing stores have been below projections. Given the
numerous operational difficulties, the current liquidity crisis,
and the restrictive terms of its postpetition financing
agreement with Wells Fargo Retail Finance, LLC, the Debtor has
determined that the only way to preserve and maximize the value
of its estate is to sell its assets.
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, states that the success of the
sale process depends on the commitment and stability provided by
the Debtor's employees.
Accordingly, the Debtor asked the Court to authorize it to amend
its existing severance policy as to non-management employees,
and
pay approximately US$3,600,000 as severance for those of its
employees terminated on or before May 1, 2008, in full and final
satisfaction of their claims for the benefits against the
Debtor.
Severance Program
To effectively manage employee separations, prior to the
Petition Date, the Debtor established a severance program to (i)
minimize the disruption of workflow, (ii) protect its assets,
and (iii) provide support for any employees who are displaced
due to business circumstances.
Mr. Kortanek notes that the Debtor has determined, in
consultation with its professionals and the Statutory Creditors'
Committee, that approval of the Prepetition Severance Program
with certain modifications is necessary to recognize employees'
substantial contributions and to ensure a successful sale of its
remaining assets.
The Amended Severance Program allows the Debtor to manage
employee separations and achieve the Severance Goals while
providing it with greater flexibility regarding when and to whom
to provide severance benefits. Moreover, it seeks to treat
fairly those employees who, although terminated postpetition,
provided the Debtor with substantial benefits during the store
closing sales process and throughout the Chapter 11 case.
The Amended Severance Program will continue to provide severance
benefits to selected eligible employees if their employment is
permanently terminated as a result of a reduction in the
Debtor's workforce or an elimination of the employees' present
job position.
To be eligible for severance under the Amended Severance
Program, the employee must be classified as a regular, full time
or part-time employee. Moreover, the employee must be in good
standing with the Debtor and termination cannot be for cause,
retirement, or resignation, prior to the offering of separation
benefits.
Pursuant to the terms of the Amended Severance Program, if an
employee meets the eligibility requirements, the employee is
entitled to severance payments at the sole discretion of the
Debtor:
(a) two weeks severance for employees employed between zero
months and a year; and
(b) two weeks severance plus an additional one week of
service pay for each completed year of service subject to
a maximum Severance Period of eight weeks, for employees
employed for more than one year.
Should any employee be retained by a purchaser of the Debtor's
assets pursuant to a sale, the employee will not be entitled to
any severance pay under the Amended Severance Program.
About Sharper Image
Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer. It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet. The company has operations in
Australia, Brazil and Mexico. In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.
The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322). Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts. An Official Committee of
UnsecuredCreditors has been appointed in the case. When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000. (Sharper
Image Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
SHARPER IMAGE: Wants to Employ GVS as Valuation Analyst
-------------------------------------------------------
Sharper Image Corp. seeks the authority of the U.S. Bankruptcy
Court for the District of Delaware to employ Gemini Valuation
Services, LLC, as its brand valuation analyst, nunc pro tunc to
May 1, 2008.
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, states that the Debtor has
determined that it requires the assistance of an experienced
brand valuation analyst to ascertain the value of the Sharper
Image brand name and ensure the Debtor that it will obtain the
maximum value for its estate as part of the sale of its
remaining assets.
Mr. Kortanek relates that the Debtor selected GVS because the
firm has extensive experience providing valuation services to
numerous public and private companies.
As the Debtor's brand valuation analyst, GVS will:
(a) discuss with management personnel regarding the Debtor's
business environment;
(b) analyze the Debtor's available historical and projected
financial statements relating to the product lines
associated with the Sharper Image brand;
(c) analyze the outlook of the industry in which the Debtor
and its brand operate to assess current and anticipated
trends;
(d) analyze the useful life of the Sharper Image brand;
(e) analyze royalty rate agreements similar to the Sharper
Image brand;
(f) provide other studies and analysis the firm deems
relevant to the engagement; and
(g) prepare a narrative report, outlining the assumptions
utilized, methodologies employed, and conclusions.
GVS will be paid a flat fee of US$45,000 plus reasonable out-of-
pocket expenses. The first US$30,000 is to be paid upon entry
of a Court-order granting the employment of GVS, and the Debtor
will
pay the remainder of the fee no later than the time at which GVS
delivers its valuation report.
If GVS is requested to terminate work prior to delivering its
valuation opinion, GVS's fees will be mutually agreed upon but
may be no less than GVS's original retainer of US$30,000 plus
out-of-pocket expenses.
The Debtor further submits that, because GVS will not be
compensated based on time and effort expended, but instead on a
flat fee basis, recording and submission of detailed time
entries for services rendered in the case is unnecessary and
would be unduly burdensome to GVS. Accordingly, Sharper Image
requests that the requirements of Rule 2016-2(d) of the Local
Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware be waived.
Local Rule 2016-2(d) pertains to information requirements
relating to compensation requests.
James C. Dykstra, a partner at GVS, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer. It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet. The company has operations in
Australia, Brazil and Mexico. In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.
The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322). Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts. An Official Committee of
UnsecuredCreditors has been appointed in the case. Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000. (Sharper
Image Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)
SHARPER IMAGE: Court Allows Employment of RCS as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
authorized The Sharper Image Corp. to employ RCS Real Estate
Advisors as its exclusive real estate consultant for the
purposes described in the retention agreement between the Debtor
and RCS.
Sharper Image determined that it requires the assistance of an
experienced real estate consultant in addressing a variety of
real estate issues that are sure to arise in its bankruptcy
case, like analysis, assessment, marketing and disposition of
its leased and owned properties, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
related.
Accordingly, the Debtor sought the Court's approval to hire RCS
Real Estate Advisors as its exclusive real estate consultant in
its Chapter 11 case.
The Debtor's primary purpose of employing RCS is to get RCS'
assistance in assessing its properties in a way that maximizes
value.
Before the Petition Date, RCS had been engaged by the Debtor to
conduct value analysis on its array of leases, and RCS has since
been valuing the Debtor's own property in Arkansas. RCS' close
coordination with the Sharper Image's management has made it
well acquainted with the Debtor's businesses and property, Mr
Kortanek explains.
Ivan L. Friedman, a partner at RCS Real Estate Advisors, had
related that in connection with his firm's engagement with the
Debtor prior to the Petition Date, RCS received two payments on
a single invoice issued on October 18, 2007, for services
rendered by RCS from October 5, 2006, to October 17,2007:
(i) US$24,000 on December 3, 2007; and
(ii) US$12,000 on January 14,2008.
Mr. Friedman stated that under the terms of the firm's agreement
with the Debtor, RCS will not receive a payment for services
rendered until the relevant closing documents for a transaction
are signed by all parties to that transaction. Accordingly,
even though the payments were made in connection with a single
invoice, each payment only became due upon the closing of the
relevant transaction for which RCS rendered its services.
In connection with the firm's engagement in the Debtor's Chapter
11 case, RCS will receive a US$50,000 non-refundable retainer to
be applied first to earnings upon approval of RCS's retention.
Prior to the Court's ruling, counsel for the Debtor delivered to
the Court a revised proposed order, which the Court subsequently
approved.
The Order provides that notwithstanding anything in the
Retention Agreement to the contrary, RCS will not be entitled to
be compensated under Section IV(A) of the Agreement if the firm
is dismissed for cause.
RCS will be compensated in accordance with the Retention
Agreement, provided that RCS (i) must file interim fee
statements on notice with an opportunity to object once every
120 days which list the transactions consummated and the
calculation of any fees paid to RCS, and (ii) must file a final
fee application in accordance with the Bankruptcy Code,
Bankruptcy Rules, and Local Rules.
Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer. It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet. The company has operations in
Australia, Brazil and Mexico. In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.
The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322). Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts. An Official Committee of
UnsecuredCreditors has been appointed in the case. Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000. (Sharper
Image Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)
SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
-------------------------------------------------------------
Spectrum Brands, Inc., currently is not involved in on-going
discussions with potential purchasers of its Home and Garden
Business.
Spectrum Brands issued the statement in its reply to an inquiry
by the staff of the Securities and Exchange Commission regarding
matter reported in the company's Form 10-K for the fiscal year
ended September 30, 2007, filed December 14, 2007; Form 10-Q for
the fiscal quarter ended December 30, 2007; and Form 8-K dated
February 7, 2008.
In its letter to the Company dated February 22, 2008, the SEC
staff asked the company to explain, among others, its planned
divestiture of its Home and Garden Business.
Spectrum Brands related that it engaged independent investment
advisors to assist it in exploring possible strategic options,
including divesting certain assets, to sharpen the Company's
focus on strategic growth businesses, reduce outstanding
indebtedness and maximize long-term shareholder value. During
the first quarter of Fiscal 2007, the Company approved and
initiated a plan to sell the Home and Garden Business.
During the first and second quarters of Fiscal 2007, the Company
engaged in substantive negotiations with a potential purchaser
as to definitive terms for the purchase of the Home and Garden
Business; however, the potential purchaser ultimately determined
not to pursue the acquisition. The Company continued to
actively market the Home and Garden Business after such time,
however, the Fiscal 2007 selling season for lawn and garden and
household insect control product offerings was significantly
negatively impacted by extremely poor weather conditions
throughout the United States, resulting in poor operating
performance of the Home and Garden Business. In addition,
during the fourth quarter of Fiscal 2007 there was an
unforeseen, rapid and significant tightening of liquidity in the
U.S. credit markets. This tightening of liquidity within the
credit markets had a direct impact on the expected proceeds that
the Company would ultimately receive in connection with a sale
of the Home and Garden Business.
To address these issues, during the fourth quarter of Fiscal
2007, the Company, with assistance from its independent
investment advisors, reassessed the value of the Home and Garden
Business to take into account the changes in the credit markets
and the weaker than planned operating performance during the
Fiscal 2007 selling season so as to ensure that the Home and
Garden Business was being marketed at a price that was
reasonable in relation to its current fair value. The
reassessment by the Company, with assistance from its
independent investment advisors, produced a lower range of
expected sales values than was previously determined.
As a result of the reassessment, the Company recorded an
impairment charge against the Home and Garden Business during
the fourth quarter of Fiscal 2007 to reflect its fair value as
determined by the Company with assistance from its independent
investment advisors. Subsequent to taking the impairment
charge, and thereby revising expectations of the proceeds that
will ultimately be received upon a sale of the Home and Garden
Business, the Company continued to be in active discussions with
various potential purchasers.
In its inquiry, the SEC staff also asked the company to explain
the redemption feature related to the Variable Rate Toggle
Senior Subordinated Notes due 2013 the Company issued.
Spectrum Brands explained the Variable Rate Toggle Senior
Subordinated Notes due October 2, 2013, as well as its Senior
Subordinated Notes due February 1, 2015, and its Senior
Subordinated Notes due October 1, 2013, contain certain
provisions that require the Company to make an offer to
repurchase the notes for a specified redemption price upon the
occurrence of a change in control. Spectrum Brands said the
redemption provisions provide for settlement solely in cash.
Spectrum Brands also noted that following its offer to exchange
the entire US$350 million of outstanding principal amount of the
Company's 8-1/2% Senior Subordinated Notes due 2013 for the same
aggregate principal amount of Variable Rate Toggle Senior
Subordinated Notes due 2013 pursuant to the terms of an exchange
offer which expired on April 13, 2007, approximately US$3
million aggregate principal amount of the Company's 8-1/2%
Senior Subordinated Notes due 2013 remained outstanding and that
substantially all of the restrictive covenants contained in the
Indenture that governs the Company's remaining 8-1/2% Senior
Subordinated Notes due 2013 were removed. As a result, the
Indenture governing the Company's 8-1/2% Senior Subordinated
Notes due 2013 no longer contains a provision that requires the
Company to make an offer to repurchase the notes for a specified
redemption price upon the occurrence of a change in control.
Spectrum Brands promised to clarify this fact in its future
filings.
A full-text copy of Spectrum Brand's response to the SEC staff
inquiry is available at no charge at:
http://ResearchArchives.com/t/s?2c12
About Spectrum Brands
Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.
The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany. Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.
* * *
As reported in the Troubled Company Reporter-Latin America on
April 16, 2008, Standard & Poor's Ratings Services revised its
outlook on Atlanta, Georgia-based Spectrum Brands Inc. to
developing from negative. At the same time, Standard & Poor's
affirmed all of its ratings on Spectrum Brands, including the
company's 'CCC+' corporate credit rating.
UAL CORP: Moody's Holds Debt Ratings; Changes Outlook to Neg.
-------------------------------------------------------------
Moody's Investors Service has affirmed all debt ratings of UAL
Corp. and its primary subsidiary United Air Lines, Inc. --
corporate family rating of B2 as well as all tranches of the
Enhanced Equipment Trust Certificates supported by payments from
United. The Speculative Grade Liquidity Rating has been changed
to SGL-3 from SGL-2, and the outlook has been changed to
negative from stable.
The negative outlook reflects Moody's expectation of
deteriorating operating and financial performance. Weaker
results are likely because of materially higher fuel costs, but
also the weakening economic conditions that are likely to reduce
demand and limit recovery of higher fuel costs by raising ticket
prices. United also faces continued challenges to control the
growth of unit costs.
The company's modest fuel hedges provide only limited protection
from rising oil prices, and in the current environment are
insufficient to preclude material erosion of earnings. United
has cash reserves of approximately US$2.9 billion. This is an
important cushion because cash generated by operations is likely
to weaken, and may be insufficient to meet near term business
needs which include seasonal working capital requirements,
capital spending and scheduled debt maturities. Use of
available funds to cover cash operating losses will weaken the
company's liquidity profile and is reflected in the lower
Speculative Grade Liquidity rating.
Although it has a higher cost structure than many competitors,
United is implementing a number of measures to reduce non-fuel
costs. As well, the company has various initiatives to generate
incremental revenue to offset the fuel cost increases, including
aggressive increases in fares and fuel surcharges, checked
baggage, ticket change and transactional fees, and merchandising
opportunities. United is significantly reducing domestic
capacity, reducing fixed costs by retiring older aircraft.
United is also working to improve the productivity of its
workforce. Supporting the revenue growth initiatives is the
company's international route network where the company has more
pricing power relative to its domestic markets, particularly on
transatlantic and trans-Pacific routes.
United's ratings reflect its position as the second largest
passenger airline in the world, with a substantial international
network with particular strengths servicing Europe and the
Asia/Pacific region and Latin America. Nonetheless EBIT margin
of 8.3% during 2007 was down somewhat from the prior year, and
the company is likely to see meaningful erosion of profitability
during 2008 given the persistent increase in fuel costs. United
still has considerable debt (approximately US$16.7 billion at
December 31, 2007 using Moody's standard adjustments) and debt
to EBITDA (using Moody's standard adjustments) was 5.2x at FY
2007. In the face of weakening earnings and cash flow Moody's
expects United's leverage metrics to deteriorate even if
absolute debt levels decline through scheduled debt maturities.
In lowering the Speculative Grade Liquidity rating to a SGL-3
rating, Moody's noted that United reported approximately
US$2.9 billion in unrestricted cash and equivalents as of Dec.
31, 2007, but that with material increases in the cost of fuel
and the inability of United to raise fares sufficiently to
offset increases in fuel and non-fuel costs, the company's
liquidity will likely decline over the coming 12 months.
Moody's expects the company to preserve its cash balance above
US$2.0 billion during the coming year, even after approximately
US$678 million in scheduled debt maturities in 2008. Preserving
such a level of cash reserves enhances the company's financial
flexibility and is critical to sustaining current ratings.
Capital expenditures are expected to approximate US$450 million
in 2008 (entirely non-aircraft related, as the company has no
aircraft commitments), less than historical levels. Although the
average age of United's mainline fleet (approximately 13 years)
is relatively high, the company is taking measures to accelerate
the retirement of older aircraft such as the Boeing 737-300 and
-500 series, including reducing its domestic fleet by 30
aircraft in 2008.
Importantly, Moody's notes that United has obtained a waiver on
the fixed charge coverage covenant associated with its
US$1.5 billion credit facility until June 2009. The facility
requires the company to maintain a minimum unrestricted cash
balance of US$1.0 billion at all times and a collateral coverage
test of 150%, which the company is expected to be able to meet
comfortably. The company has in excess of US$3 billion of
unencumbered hard assets, including 113 aircraft, which could
provide flexibility to obtain incremental financing.
The rating could be lowered if there is a sustained increase in
fuel costs that reduces cash flow from operations more than
expected or requires United to make more material draws on the
cash balance to meet near term debt maturities and capital
spending needs.
United's rating outlook could be stabilized with sustained
increases to revenues or reduced non-fuel costs, or a sustained
decline in fuel costs that increases cash from operations and
requires less meaningful draws on cash reserves to satisfy
maturing debt and capital spending requirements.
Downgrades:
Issuer: United Air Lines, Inc.
-- Speculative Grade Liquidity Rating, Downgraded to SGL-3
from
SGL-2
Outlook Actions:
Issuer: UAL Corporation
-- Outlook, Changed To Negative From Stable
Issuer: United Air Lines, Inc.
-- Outlook, Changed To Negative From Stable
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest
air carrier. The airline flies to Brazil, Korea and Germany.
The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts. Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.
Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006. The company emerged from bankruptcy
protection on Feb. 1, 2006.
UAL CORPORATION: ALPA Reserves US$10 Million to Get Better Deals
----------------------------------------------------------------
The Air Line Pilots Association, International has allocated
US$5 million each to the pilots of United Airlines and
Continental Airlines to help them respond to the increasing
assaults on their rightful role in helping to shape events that
affect their careers and their airlines.
ALPA's Executive Board, in its May 6 resolutions, authorized the
amounts from the Association's Major Contingency Fund (MCF) for
"strategic preparedness, communications, and family awareness
efforts" by the two ALPA units. ALPA's MCF functions as the
union's "war chest" to provide pilot groups the resources they
need to respond to extraordinary threats to the profession and
to their careers.
Capt. Jay Pierce, chairman of the Continental pilots' Master
Executive Council (MEC), said, "Access to the monies from the
ALPA Major Contingency Fund will provide us with the additional
resources needed to secure an improved contract for our pilots.
As we enter contract negotiations under the Railway Labor Act,
we
will be well positioned to battle for the advancements we're
seeking through increased compensation, strengthened work rules,
and other long-needed improvements. The Continental pilots have
given more than $200 million in concessions each year since
April 2005 to help secure the future of Continental. It's time
that we have security for our own futures."
The chairman of the United pilots' MEC, Capt. Steve Wallach,
responded to the Board's action by noting, "The United pilots
were the first major contributors to the Major Contingency Fund
in 1985. This is the first time we have tapped into the fund,
and we recognize the foresight of the pilots who realized the
need for an MCF in battles that benefit the entire industry.
United pilots have always taken the lead to ensure the long-term
viability and survival of our airline, and the use of the MCF is
another step in that direction."
In announcing the authorizations, ALPA's president, Capt. John
Prater, said, "ALPA is a strong international union and because
we have built an $80 million war chest, we will put massive
resources in the hands of our union leaders when they need such
support. The message to the industry is 'Managements that
include pilots in their business planning, whether they choose a
stand-alone path or decide to merge, can succeed. Those who try
to exclude us will fail. We are airline pilots who are
determined and committed to restoring our contracts as the
foundation of our profession.'"
Founded in 1931, ALPA is the world's largest pilot union,
representing more than 56,000 pilots at 41 airlines in the U.S.
and Canada.
About UAL Corp.
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest
air carrier. The airline flies to Brazil, Korea and Germany.
The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts. Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.
Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006. The company emerged from bankruptcy
protection on Feb. 1, 2006.
(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
UAL CORPORATION: Operating Unit Undergoes Organizational Changes
----------------------------------------------------------------
United Airlines Inc. named Pete McDonald chief administrative
officer and John Tague chief operating officer -- two key
appointments that will streamline the organization and enable
the company to accelerate improvement in both revenue and cost
performance, while combining critical corporate functions to
capture internal synergies and better enable execution of its
business strategy.
Mr. McDonald, who has held numerous senior leadership roles at
United in his 39-year career and most recently was chief
operating officer will be responsible for corporate policy and
strategy regarding customer and employee experience, technology,
communications, safety and security, and maintaining key
internal and external relationships in the foregoing areas. The
new role combines a number of corporate functions to enable
successful execution of the strategy outlined in the company's
five-year plan, including: customer experience; human resources;
labor relations; safety and security; industry, environmental,
corporate and governmental affairs; and information systems. In
this new position, Mr. McDonald will leverage his strong support
of employees and respect of labor leaders and his knowledge of
the business. Graham Atkinson, chief customer officer, will
continue to spearhead United's customer experience work and will
report to Mr. McDonald.
Mr. Tague will take on the role of chief operating officer,
responsible for airport operations; cargo; maintenance;
operational services, Ted and United Express; flight operations;
onboard service; marketing; Mileage Plus; the company website;
call centers; sales; alliances, international and regulatory
affairs; and planning, including scheduling and revenue
management activities.
Mr. Tague brings considerable operational experience to this new
role, having held several leadership roles in the industry
before joining United five years ago. Most recently, Mr. Tague
served as chief revenue officer.
"We are focused on the long term, and with our financial
resilience and these changes announced today, I have tremendous
confidence in our ability to execute against our plan," said
Glenn Tilton, United chairman, president and CEO. "By bringing
together those responsible for revenue, costs and execution, we
have a clear line of sight and shared accountability across key
areas, better alignment around actions we are taking to combat
record high fuel costs and can more quickly implement other
necessary changes to the business."
Jake Brace continues as United's chief financial officer and is
responsible for business strategy and development, treasury,
tax, the controller function, budgets, financial planning and
analysis, internal audits, accounting, and external financial
reporting. He also is responsible for strategic sourcing,
continuous improvement, corporate real estate, mergers and
acquisitions, fleet planning, and restructuring activities.
Paul Lovejoy continues in his role as general counsel and
secretary to the board. Brace and Lovejoy will continue to
report to Mr. Tilton.
About UAL Corp.
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest
air carrier. The airline flies to Brazil, Korea and Germany.
The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts. Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.
Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006. The company emerged from bankruptcy
protection on Feb. 1, 2006.
(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
==========================
C A Y M A N I S L A N D S
==========================
ALCHEMY ADVISORS: Proofs of Claim Filing Deadline Is May 26
-----------------------------------------------------------
Alchemy Advisors Limited's creditors have until May 26, 2008, to
prove their claims to Paulo Belluschi, the company's
liquidators, or be excluded from receiving any distribution or
payment.
In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.
Alchemy Advisors' shareholder decided on March 31, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.
The liquidator can be reached at:
Paulo Belluschi
c/o Walkers
Attn: Laura Del Fuoco
Walker House, 87 Mary Street
George Town, Grand Cayman KY1-9001
Cayman Islands
Direct Tel: 345 814 4568
Direct Fax: 345 814 8268
E-mail:laura.delfuoco@walkersglobal.com
BOMBAY CO: Court Approves A.S.K. Financial as Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized The Bombay Company Inc. and its debtor-affiliates to
employ A.S.K. Financial LLP as their special litigation counsel.
As reported in the Troubled Company Reporter on April 9, 2008,
the firm will collect, analyze, and litigate avoidance claims
that are filed, nunc pro tunc to March 12, 2008, in the Debtors'
Chapter 11 cases.
The Debtors told the Court that the firm will charge an analysis
fee for performing initial analysis of potential avoidance
claims. The firm will then provide these data to the Debtors
and their Official Committee of Unsecured Creditors to help them
decide which actions are worth pursuing.
The firm will be paid fees on a contingency basis:
-- 15% for all gross collections obtained on cases settled
prior to the filing of a complaint;
-- 27% of all collections obtained on cases settled after the
filing of a complaint, but prior to four weeks before the
scheduled trial date or entry of a judgment; and
-- 35% of all collections obtained on cases settled on the
earlier of four weeks before the scheduled trial date or
entry of a judgment.
The firm said that it is also entitled to be paid its
contingency fee for verified claim waivers that it obtains as
part of the settlement consideration.
Joseph L. Steinfeld, Jr., Esq., a co-managing principal of
A.S.K. Financial, assured the Court that the firm is
disinterested, as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.
About Bombay Company
Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/--
designs, sources and markets a unique line of home accessories,
wall d,cor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.
The company and five of its debtor-affiliates filed for Chapter
11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084). Robert D. Albergotti, Esq., John D. Penn, Esq., Ian
T. Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone,
LLP, represent the Debtors. The U.S. Trustee for Region 6
appointed seven creditors to serve on an Official Committee of
Unsecured Creditor. Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured
Creditors. As of May 5, 2007, the Debtors listed total assets
of US$239,400,000 and total debts of US$173,400,000.
CAKEWALK MARINE: Proofs of Claim Filing Is Until May 26
-------------------------------------------------------
Cakewalk Marine LDC's creditors have until May 26, 2008, to
prove their claims to Robert J. Reich, the company's
liquidators, or be excluded from receiving any distribution or
payment.
In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.
Cakewalk Marine's shareholders agreed on April 14, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.
The liquidator can be reached at:
Robert J. Reich
Chief Financial Officer
Gallagher Enterprises LLC
370 17th Street, Suite 5600
Denver, Colorado 80202, USA
Telephone: (303) 595 7738
Fax: (303) 595 7787
NANTUCKET CLO: Proofs of Claim Filing Deadline Is May 23
--------------------------------------------------------
Nantucket CLO II Ltd.'s creditors have until May 23, 2008, to
prove their claims to Walkers SPV Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.
In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.
Nantucket CLO's shareholder decided on April 23, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.
The liquidator can be reached at:
Walkers SPV Limited
Attn: Anthony Johnson
c/o Walker House,
87 Mary Street, George Town,
Grand Cayman, Cayman Islands
Telephone: (345) 914-6314
SLOANE ROBINSON: Sets Final Shareholders Meeting for May 23
-----------------------------------------------------------
Sloane Robinson Investment (Cayman) Ltd. will hold its final
shareholders meeting on May 23, 2008, at 9:30 a.m. at the
offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman.
These matters will be taken up during the meeting:
1) accounting of the wind-up process; and
2) authorizing the retention of the records of
the company, for a period of six years from
the dissolution of the company, after which
they may be destroyed.
Sloane Robinson's shareholders agreed on April 3, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.
The liquidator can be reached at:
Linburgh Martin
Attn: Kim Charaman
Close Brothers (Cayman) Limited
Fourth Floor, Harbour Place
P.O. Box 1034, Grand Cayman KYI-1102
Cayman Islands
Telephone: (345) 949 8455
Fax: (345) 949 8499
TOKYO UNITED: Proofs of Claim Filing Deadline Is May 24
-------------------------------------------------------
Tokyo United Funding Limited's creditors have until
May 24, 2008, to prove their claims to Walkers SPV Limited, the
company's liquidators, or be excluded from receiving any
distribution or
payment.
In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.
Tokyo United's shareholders agreed on April 23, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.
The liquidator can be reached at:
Walkers SPV Limited
Attn: Anthony Johnson
c/o Walker House,
87 Mary Street, George Town,
Grand Cayman, Cayman Islands
Telephone: (345) 914-6314
=========
C H I L E
=========
AES CORPORATION: Prices US$625 Million 8% Senior Notes Offering
---------------------------------------------------------------
The AES Corporation has priced its previously announced private
placement of senior unsecured notes, consisting of
US$625 million principal amount of 8.0% senior notes due 2020.
AES intends to use the net proceeds from the sale of the notes
to purchase any senior notes tendered and to pay for consents
delivered in the tender offer and consent solicitation that AES
is undertaking concurrently with the offering of notes, as well
as the fees and expenses incurred in connection with the related
matters. In addition, up to US$213 million of proceeds may be
used for general corporate purposes to replenish funds which
will be used to pay at maturity on May 15, 2008 AES's
outstanding 6.0% Junior Subordinated Convertible Debentures due
2008, which are held by the AES Trust VII which in turn will use
such proceeds to pay at maturity the Trust Convertible Preferred
Securities. To the extent any of the net proceeds from the sale
of the notes are not used for such purposes, AES intends to use
any remaining net proceeds to repay other debt.
The senior notes will not be registered under the Securities Act
of 1933, or any state securities laws. Therefore, the senior
notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and any applicable
securities laws.
The AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a
power company with operations in South America, Europe, Africa,
Asia and the Caribbean. The Company generates 44,000 megawatts
of electricity through 124 power facilities, and delivers
electricity through 15 distribution companies.
AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996. Currently, AES
has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech
Republic and Hungary. AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004. The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.
AES's business group in Asia & Middle East is comprised of
electric utilities and generation plants in China, India,
Kazakhstan, Oman, Qatar, Pakistan and Sri Lanka. Fuels include
coal, diesel, hydro, gas and oil. AES has been in the region
since 1994, when it acquired the Cili generation plant in China.
* * *
The AES Corporation still carries Moody's Investors Service's
Corporate Family Rating and the senior unsecured rating assigned
at B1. The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.
As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements. As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007. There are no outstanding borrowings
under the senior unsecured facility.
===============
C O L O M B I A
===============
COLOMBIA MOVIL: Duff & Phelps Raises Rating to BB- From B+
----------------------------------------------------------
Colombia's ratings agency Duff & Phelps Corp. has raised its
rating on Colombia Movil S.A. E.S.P. to BB- from B+.
Duff & Phelps told Business News Americas that the BB- rating on
Colombia Movil has a stable outlook. According to Duff &
Phelps, the outlook reflects Colombia Movil's competitive
positioning in the local mobile market. Colombia Movil has
improved its position in the market by increasing its mobile
coverage and launching innovative services, Duff & Phelps added.
Colombia Movil has been gaining market share from rival operator
Movistar in the last few years, BNamericas says, citing Duff &
Phelps analyst Bibiana Acuna. Colombia Movil would continue
growing in the local market, Ms. Acuna added.
Headquartered in Bogota, Colombia, Colombia Movil S.A. E.S.P. --
http://www.tigo.com.co-- is a Global System for Mobile
Communications(GSM) operator based in Colombia. It renders
voice and data services in the range of 1,900 Megahertz. The
Company is 51% owned by Millicom International Cellular, which
operates in 17 countries throughout Latin America, Africa and
Asia. The other shareholders include Empresa de
Telecomunicaciones de Bogota and Grupo Empresarial E.P.M.
Colombia Movil commercializes its services under the name TIGO
that operates in 12 countries.
MACY'S INC: Moody's Cuts Subordinated Shelf Rating to (P)Ba1
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of Macy's Inc. to Baa3 from Baa2 and short-term rating to
Prime-3 from Prime-2. The outlook is stable. The downgrade
reflects the recent deterioration in Macy's credit metrics
resulting from a combination of weaker operating performance as
well as higher debt levels due to aggressive share repurchases
during fiscal 2007. The downgrade also reflects Moody's opinion
that the company's operating performance will not be restored to
the appropriate Baa2 investment rating levels over the next
twelve months.
In addition, Macy's cost savings expected from the recently
announced organizational structure changes, as well as the
localization of assortments, and the sales increases expected
from the improvements in private and exclusive branding efforts,
will likely not be enough to offset the impact of a difficult
retail environment.
This action completes the ratings review that was initiated on
April 4, 2008.
These ratings have been downgraded:
Macy's, Inc.
-- Senior unsecured debt rating to Baa3 from Baa2
-- Senior unsecured shelf rating to (P)Baa3 from (P)Baa2
Macy's Retail Holdings, Inc.
-- Senior unsecured debt rating to Baa3 from Baa2
-- Senior unsecured shelf rating to (P)Baa3 from (P)Baa2
-- Subordinated shelf rating to (P)Ba1 from (P)Baa3
-- Commercial paper rating to Prime-3 from Prime-2
Macy's Baa3 long term ratings reflect the company's strong
national presence, quality of its real estate locations, and
large scale in terms of revenue -- all of which are competitive
advantages. Also supporting the ratings is Macy's private label
expertise, strong operating cash flow, and well managed
liquidity. These strong factors are offset by weak operating
margin, cash flow seasonality and certain credit metrics that
are relatively weak for its rating. The weakness in these
metrics is a result of the company's more aggressive financial
policies and a difficult retail environment.
Moody's believes that Macy's margins will be further pressured
by increased competition among the retailers, the price
promotional environment and the aggressive inventory clearance
process -- all stemming from the slowdown in consumer spending.
The stable outlook primarily reflects the expectation that
Macy's will not buy-back shares during fiscal 2008 and that it
will maintain adequate liquidity.
Based in Cincinnati and New York, Macy's Inc. (NYSE: M) f.k.a.
Federated Department Stores Inc. -- http://www.fds.com/-- is
one of the nation's premier retailers. The company operates
more than 850 department stores in 45 states, the District of
Columbia, Guam and Puerto Rico under the names of Macy's and
Bloomingdale's. Sales for the fiscal year ended February 2,
2008, were approximately US$26.3 billion.
=================
G U A T E M A L A
=================
IMAX CORP: Must Keep US$7.5MM Available Cash Under Wachovia Loan
----------------------------------------------------------------
IMAX Corp. entered into a fifth amendment to its loan agreement
dated Feb. 6, 2004, as amended, with Wachovia Capital Finance
Corporation (Canada). The amendment:
(i) extends the term of the Loan Agreement to Oct. 31, 2010,
(ii) reduces the minimum Cash and Excess Availability required
to be maintained from US$15 million to US7.5 million,
(iii) removes the requirement to maintain a minimum EBITDA,
provided that the Company complies with the Cash and
Excess Availability covenant, and
(iv) expands the definition of Eligible Contracts in Backlog
to include contracts with entities formed under certain
joint venture arrangements.
Also, the company entered into a Securities Purchase Agreement
with K&M Douglas Trust, Douglas Family Trust, James Douglas and
Jean Douglas Irrevocable Descendants' Trust, and James E.
Douglas III, pursuant to which the company will sell to the
Douglas Group 2,726,447 shares of the common stock, no par
value, of the company for aggregate consideration of US$18
million or approximately US$6.60 per share (the equivalent of
the average closing of the company's common share price over the
most recent five trading days). The private placement closed on
May 8, 2008.
The Douglas Group, which will own 19.9% of the outstanding
Common Shares post-transaction, agreed to a five-year standstill
with the company whereby it will refrain from certain
activities, including:
(i) increasing its percentage ownership in the company,
(ii) seeking to influence the management of the company or
soliciting proxies,
(iii) entering into fundamental or change-of-control
transactions with respect to the company, and
(iv) selling or transferring any Common Shares to a person or
group that would own 5% or more of the Common Shares
following such sale or transfer.
The company has agreed to file a registration statement
registering the resale of the Shares by Dec. 1, 2008, to use
commercially reasonable efforts to cause the registration
statement to become effective within 90 days after filing and to
maintain the effectiveness of the registration statement,
subject to permitted suspensions, until the Douglas Group has
sold, or may sell without restriction, the Shares.
Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital
entertainment and technology company. As of Dec. 31, 2007,
there were 299 IMAX theatres operating in 39 countries. The
company's groundbreaking IMAX DMR digital remastering technology
allows it to digitally transform virtually any conventional
motion picture into the unparalleled image and sound quality.
The company has a subsidiary in Netherlands, IMAX (Netherlands)
B.V., and also in Japan, IMAX Japan Inc. The company has
locations in Guatemala, India and Italy.
IMAX Corporation's balance sheet at March 31, 2008, showed total
assets of US$203.7 million and total liabilities of
US$298.9 million, resulting in a total shareholders' deficit of
US$95.2 million.
SBARRO INC: Posts US$2.8 Million Net Loss in 2008 First Quarter
---------------------------------------------------------------
Sbarro Inc. announced financial results of operations for the
quarter ended March 30, 2008.
Net loss for the quarter ended March 30, 2008, was US$2.8
million as compared to a combined net loss of US$33.2 million
for the quarter ended April 1, 2007. Included in the combined
net loss for the quarter ended April 1, 2007, was US$31.4
attributable to special event bonuses in connection with the
company's Jan. 31, 2007 merger with MidOcean SBR Holdings LLC.
The increase in net loss after eliminating the special event
bonus was US$1.0 million.
Revenues were US$83.2 million for the quarter ended March 30,
2008, as compared to combined revenues US$80.5 million for the
quarter ended April 1, 2007. Revenues increased as a result of
revenues generated by new company owned stores opened in 2007
and the first quarter of 2008 and same stores sales growth of
0.3% in company owned stores.
EBITDA was US$7.6 million for the quarter ended March 30, 2008,
as compared to US$9.9 million for the quarter ended April 1,
2007. The decline in EBITDA is primarily a result of increased
costs, including commodity costs, while comparable store sales
remained relatively flat.
Peter Beaudrault, chairman of the Board, president and chief
executive officer of Sbarro, commented, "Our first quarter
results reflect the continuing economic pressures on consumer
spending along with continuing commodity price increases as
compared to the first quarter of 2007. Our team continues to
drive new store openings even in these challenging times as we
opened five company owned restaurants and 19 franchised
restaurants in the quarter. Our international franchise store
pipeline is in excess of 1,100 stores at the end of the
quarter."
MidOcean Partners' Acquisition of Sbarro
On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings LLC, an affiliate of
MidOcean Partners III L.P., and certain of its affiliates merged
with and into the company in exchange for consideration of
US$450.0 million in cash, subject to certain adjustments. As a
result of the merger, the company is now an indirect wholly
owned subsidiary of MidOcean SBR Holdings LLC.
In addition, the former shareholders received a distribution of
the cash on hand in excess of (i) US$11.0 million, plus (ii) all
amounts required to be paid in connection with various special
event bonuses paid in connection with completion of the merger.
In connection with the merger, the company transferred interests
in certain non-core assets to a newly formed company owned by
certain of the company's former shareholders. There was no
additional consideration given for the transfer of these assets
as they were treated as a dividend. The assets and related
costs that the company transferred were:
-- the interests in Broadhollow Realty LLC. and Broadhollow
Fitness Center LLC., which owned the corporate headquarters
of the company, the fitness center and the assets of the
Sbarro Cafe located at the corporate headquarters;
-- a parcel of undeveloped real property located in East
Northport, New York;
-- the interests in Boulder Creek Ventures LLC and Boulder
Creek Holdings LLC, which own a 40.0% interest in a joint
venture that operates 15 steakhouses under "Boulder Creek"
and other names; and
-- the interest in Two Mex-SS LLC, which owns a 50.0% interest
in a joint venture that operates two tex-mex restaurants
under the "Baja Grill" name.
Long-Term Debt
In connection with the merger, the company issued
US$150.0 million of senior notes at 10.375% due 2015.
The senior notes are senior unsecured obligations of the company
and are guaranteed by all of the company's current and future
domestic subsidiaries.
In connection with the merger, the company also entered into new
senior secured credit facilities. The senior secured credit
facilities provided for loans of US$208.0 million under a
US$183.0 million senior secured term loan facility and a
US$25.0 million senior secured revolving facility.
The senior credit facilities also provide for an uncommitted
incremental facility of up to US$50.0 million. The company
borrowed the entire US$183.0 million available under the term
loan facility. The term loan facility will mature in 2014 and
the revolving credit facility is scheduled to terminate and come
due in 2013.
The company's obligations under the senior credit facilities are
unconditionally and irrevocably guaranteed by the company's
domestic subsidiaries. In addition, the senior credit
facilities are secured by first priority perfected security
interests in substantially all of the company's and its domestic
subsidiaries' capital stock, and up to 65.0% of the outstanding
capital stock of its foreign subsidiaries.
Total long-term debt at March 30, 2008, stood at US$329.8
million, compared to US$330.3 million at Dec. 30, 2007.
Balance Sheet
At March 30, 2008, the company's consolidated balance sheet
showed US$622.1 million in total assets, US$489.2 million in
total liabilities, and US$132.9 million in total stockholders'
equity.
The company's consolidated balance sheet at March 30, 2008, also
showed strained liquidity with US$30.8 million in total current
assets available to pay US$38.4 million in total current
liabilities.
Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available
for free at http://researcharchives.com/t/s?2c0c
About Sbarro Inc.
Based in Melville, New York, Sbarro Inc. --
http://www.sbarro.com/-- and its franchisees develop and
operate family oriented cafeteria-style Italian restaurants
principally under the "Sbarro", "Mama Sbarro", "Carmela's",
"Sbarro The Italian Eatery" and "Sbarro Fresh Italian Cooking"
names. The company has approximately 1,040 restaurants in 43
countries. Sbarro restaurants feature a menu of popular Italian
food, including pizza, a selection of pasta dishes and other hot
and cold Italian entrees, salads, sandwiches, drinks and
desserts. The company announced on June 19, 2006, its
international expansion by opening more than 25 restaurants in
Guatemala, El Salvador, Honduras, The Bahamas and Romania.
* * *
The TCR reported on April 25, 2008, that Moody's Investors
Service affirmed all the ratings of Sbarro Inc. including the
company's "B3" Corporate family rating and the "Caa1" rating on
the company's US$150 million senior unsecured notes maturing in
2015. Moody's said the rating outlook is negative.
=============
J A M A I C A
=============
AIR JAMAICA: Must Stop Free First Class Travel to Politicians
-------------------------------------------------------------
Radio Jamaica reports that unions are demanding that Air Jamaica
stop providing complementary first class tickets to
Parliamentarians, as part of the cost-cutting measures presented
to the airline's management last week.
The government has been giving free travel to politicians,
costing Air Jamaica up to J$50 million per year, Radio Jamaica
says, citing the National Workers' Vice President Granville
Valentine. According to Radio Jamaica, the unions want the
savings passed on Air Jamaica's workers who have not been given
a salary raise in almost two years. It is unfair for Air
Jamaica to continue providing benefits to Parliamentarians while
employees suffer, Mr. Valentine added.
Mr. Valentine commented to Radio Jamaica, "We're told that each
person gets four first class tickets and we believe strongly
that a cash strapped company cannot carry that kind of burden,
when one examines how many Parliamentarians exist, how many
Junior Ministers, Senators a rough idea is about 100 or more.
This company is not in a position to bear that burden."
Radio Jamaica relates that the National Workers is blaming the
Jamaica government for Air Jamaica's poor financial state.
According to Mr. Valentine, the government failed to honor its
financial obligation to Air Jamaica. The government should pay
debts it owes to Air Jamaica, Mr. Valentine added.
If the government, the unions, and the Air Jamaica management
arrive at an agreement in the best interest of the company, the
current industrial uncertainty can be overcome, Radio Jamaica
states, citing Mr. Valentine.
Air Jamaica's management will meet with the union officials
this week to review the feasibility of the cost saving measures
proposed, Radio Jamaica states.
Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969. It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America. Air Jamaica offers vacation packages
through Air Jamaica Vacations. The company closed its intra-
island services unit, Air Jamaica Express, in October 2005. The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004. The
government had owned 25% of the company after it went private in
1994. The Jamaican government does not plan to own Air Jamaica
permanently.
* * *
As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.
On July 21, 2006, Standard & Poor's Rating Services assigned a
"B" long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, based on the government's
unconditional guarantee of both principal and interest payments.
===========
M E X I C O
===========
AMERICAN AXLE: Reaches Tentative Labor Agreement with UAW
---------------------------------------------------------
The United Auto Workers bargaining team has reached a tentative
agreement with American Axle & Manufacturing Holdings Inc.,
according to a report in the union's Website.
Under the tentative agreement, the auto parts supplier is
offering workers a wage of US$18.50 per hour and a wage "buy
down" of US$105,000, the Associated Press, citing a source
familiar with the deal, reports. The wage "buy down" is
compensation to aid workers in the transition to lower pay.
Axle is offering noncore workers, which are those that aren't
involved in actual manufacturing, US$14.55 per hour, and skilled
trades workers $26 per hour.
The TCR reported on May 16, 2008, that negotiations stalled over
two issues: healthcare benefits for actively employed
associates and Supplemental Unemployment Benefits. With respect
to active healthcare benefits, the UAW would like to continue a
comprehensive plan design that would cost AAM approximately
double the rate of its principal UAW-represented competitor
suppliers in the U.S. SUB is a benefit not typically offered by
automotive suppliers. SUB consists of both direct wage payments
and benefit continuation for associates not working due to
layoff. None of AAM's principal UAW-represented competitor
suppliers have SUB in their labor agreements negotiated with the
UAW.
"Our members at American Axle have displayed extraordinary
solidarity during this strike," UAW President Ron Gettelfinger
said. "The bargaining committee worked extremely hard to
achieve this tentative agreement and they have voted to
recommend it to the membership."
"This has been an extremely difficult struggle for our members
and their families," UAW Vice President Jimmy Settles, who
directs the union's American Axle Department, said. "By
standing strong during this strike, UAW members gave our
bargaining committee the strength to face the challenges at the
negotiating table."
In Detroit, details of the tentative agreement were presented to
UAW members at an explanation meeting at May 18, 2008. Members
of UAW Locals 235 and 262 will meet at Martin Luther King High
School, located at 3200 E. Lafayette.
Explanation meetings for members of UAW Locals 424 and 846 are
in the process of being set up in New York and at Local 2093 in
Three Rivers, Michigan.
UAW members at Detroit-area American Axle local unions will
participate in ratification votes on the tentative agreement
reached with American Axle according to these schedule:
Members of UAW Local 262 voted at their union hall yesterday,
Monday, May 19, from 8:00 a.m. to 5:00 p.m.
Members of UAW Local 235 will vote at their union hall on
Thursday, May 22, from 3:00 a.m. to 7:00 p.m.
Local union leaders and representatives from the office of UAW
Vice President Jimmy Settles, director of the American Axle
Department, will be at UAW Local 235 to answer questions
regarding the tentative agreement from 9:00 a.m. to 5:00 p.m. on
May 19, May 20 and May 21.
General Motors Corp. is planning to reopen plants affected by
the 11-week strike as Axle and the UAW reached the tentative
agreement, Terry Kosdrosky and John D. Stoll of The Wall Street
Journal reports citing an unnamed source.
Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars. In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.
* * *
As reported in the Troubled Company Reporter-Latin America on
April 7, 2008, Moody's Investors Service placed American Axle &
Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under
review for downgrade.
AXTEL SAB: Turns Around With MXN87.98 Mil. Profit in 1Q 2008
------------------------------------------------------------
Axtel S.A.B. de C.V swings to a consolidated net income of
MXN87.98 million in the three months ended March 31, 2008,
compared to a net loss of MXN14.72 million booked in the same
quarter in 2007.
The company's bottom line improved even with the decrease in
first quarter revenues -- MXN2.85 billion in 2008,
MXN3.01 billion in 2007. Lower revenues, however, meant lower
operating costs and expenses. Axtel S.A.B. incurred operating
costs and expenses in the current quarter under review of
MXN2.60 billion compred to MXN2.79 billion in 2007, bringing the
company an operating income MXN251.70 billion in Jan.-Mar. 2008,
a 17% increase compared to 1Q 2007.
As of March 31, 2008, the company's consolidated balance sheet
showed total assets of MXN19.65 billion, total liabilities of
MXN10.82 billion and MXN8.83 billion in stockholders' equity.
A copy of the company's financial results for the three months
ended March 31, 2008, is available for free at:
http://ResearchArchives.com/t/s?2c1f
Axtel S.A.B de C.V., formerly known as Axtel S.A. de C.V., is a
fixed-line integrated telecommunications company in Mexico. The
company provides local and long distance hat provides local and
long distance telephony, broadband Internet, data and built-to-
suit communications solutions.
As reported by the Troubled Company Reporter-Latin America on
Aug. 16, 2007, Standard & Poor's affirmed the 'BB-' corporate
credit and senior unsecured debt ratings on Axtel and its notes
due 2013 and 2017.
In November 2007, Moody's Investors Service gave Axtel S.A.B Ba2
Long-Term Corporate Family Rating and Senior Unsecured Debt
Rating.
CABLEMAS SA: S&P Places BB- Ratings on CreditWach Positive
----------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB-' long-
term corporate credit rating and its 'mxA-' long-term national
scale rating (CaVal) on Cablemas S.A. de C.V. (Cablemas) on
CreditWatch with positive implications. The rating agency also
placed its 'BB-' rating on Cablemas' US$175 million senior notes
due 2015 on CreditWatch Positive.
"Cablemas' CreditWatch placement indicates the potential for an
upgrade following the recent announcement authorizing the
conversion of Grupo Televisa S.A.B.'s (Televisa; BBB+/Stable/--)
long-term convertible notes into 99.99% of the equity of Alvafig
S.A. de C.V., which holds 49% of Cablemas' voting equity," said
Standard & Poor's credit analyst Fabiola Ortiz. The placement
also reflects Televisa's recent purchase of an additional
US$100 million in long-term notes that Alvafig issued. The
proceeds were used to acquire limited voting shares of Cablemas'
equity, which represents an additional 11% (approximately) of
Cablemas' aggregate capital stock. As a result of the
aforementioned transactions, we expect Televisa to eventually
hold about 60% of Cablemas' capital stock. S&P believes
Televisa's support of Cablemas is a major rating factor.
The credit rating agency will conduct a more detailed analysis
to review the issuer's business and financial prospects to
resolve Cablemas' CreditWatch placement once the conversion is
complete.
then Ratings in the left navigation bar, followed by Credit
Ratings Search.
CHEROKEE INTERNATIONAL: Earns US$12,000 in 2008 First Quarter
-------------------------------------------------------------
Cherokee International Corporation disclosed on Monday its
financial results for the first quarter ended March 30, 2008.
Net income for the first quarter of 2008 was US$12,000, compared
to a net loss of US$2.0 million for the first quarter a year
ago.
Net sales for the first quarter of 2008 were US$34.7 million, up
more than 16.0% compared to US$30.0 million for the first
quarter of 2007. Net sales increases quarter over quarter were
across all market sectors, led by a significant increase in the
company's telecom market.
The company's backlog at March 30, 2008, was US$55.1 million
compared with US$45.0 million at April 1 2007. The book to bill
for the first quarter of 2008 was 1.25 to 1.00 compared to 1.00
to 1.00 for the first quarter of 2007.
Gross profit for the first quarter was US$8.6 million, up 51.0%
compared to US$5.7 million for the same period in 2007. Gross
margin of 25.0% for the first quarter of 2008 was up from the
19.0% realized in the first quarter of 2007. Improvements in
gross profit and gross margin stemmed principally from lower
material costs in North America and Asia and to a lesser extent
from higher net sales in Europe.
"Last year we stated that we expected significantly improved
gross margins as a result of several initiatives. Two of those
initiatives included migrating production from Mexico to China,
and sourcing a larger percentage of raw materials from Asian
vendors. Execution of this dual strategy has successfully
resulted in a 51.0% improvement in gross profit and the highest
percentage of overall gross margin for Cherokee in three years,"
said Jeffrey M. Frank, Cherokee's president and chief executive
officer.
"We are confident that we will sustain momentum throughout 2008
from the high energy efficient programs introduced in the second
half of 2007, a 50.0% production increase at our wholly owned
subsidiary in China, and a laser focus on improving operating
metrics. We remain committed to providing our customers with the
best products and services, while we continue to reduce costs
and improve performance."
Operating expenses were US$8.1 million for the first quarter of
2008 compared to US$7.8 million for the first quarter of 2007.
"The company ended the first quarter with US$12.0 million in
cash, up US$3.5 million from year-end. We generated
US$4.8 million in cash from operations during the first quarter
of 2008. Strong collections from fourth quarter business and
greater profitability in the first quarter both contributed to
this improvement," said Linster W. Fox, Cherokee's executive
vice president, chief financial officer and secretary. "This is
the highest quarterly production of cash from operations in the
last twelve quarters."
Balance Sheet
At March 30, 2008, the company's consolidated balance sheet
showed US$94.8 million in total assets, US$82.6 million in total
liabilities, and US$12.2 million in total stockholders' equity.
The company's consolidated balance sheet at March 30, 2008, also
showed strained liquidity with US$71.9 million in total current
assets available to pay US$78.0 million in total current
liabilities.
Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available
for free at http://researcharchives.com/t/s?2c11
Going Concern Disclaimer
As reported in the Troubled Company Reporter on April 14, 2008,
Mayer Hoffman Mccann P.C., in Orange County, Calif., expressed
substantial doubt about Cherokee International Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 30,
2007.
The auditing firm reported that the $46.4 million aggregate
principal amount outstanding under the company's 5.25% Senior
Notes will become due and payable on Nov. 1, 2008. The company
does not expect to have sufficient cash available at the time of
maturity to repay this indebtedness and is currently working
with an investment banker to extend the maturity of these notes.
If the company is unable to refinance on terms satisfactory to
it, it may be forced to refinance on terms that are materially
less favorable, seek funds through other means such as a sale of
some of its assets, or otherwise significantly alter its
operating plan, any of which could have a material adverse
effect on the company's business, financial condition and
results of operation.
About Cherokee International
Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer
and manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries. The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.
Going Concern Doubt
Mayer Hoffman McCann P.C. in Orange County, California,
expressed substantial doubt about the company's ability to
continue as a going concern after auditing the consolidated
financial statements of Cherokee International Corporation and
subsidiaries as of Dec. 30, 2007, and Dec. 31, 2006. The
company's management anticipates that there will be insufficient
cash balances available to repay the outstanding debt at its
maturity.
CLEAR CHANNEL: Moody's Maintains Rating Review on Pending Deal
--------------------------------------------------------------
On May 13, 2008, Clear Channel Communications, Inc. announced
that the company, the entities sponsored by Thomas H. Lee
Partners, L.P. and Bain Capital Partners, LLC and the bank
syndicate consisting of six banks entered into a settlement
agreement in connection with the lawsuits previously filed in
New York and Texas.
Moody's continues to maintain Clear Channel's ratings under
review for possible downgrade pending closing of the
acquisition. Moody's review will focus on the operating and
financial strategy of the company's new sponsors and the
resulting impact on the credit metrics of the company.
According to the company's announcement, the settlement
agreement calls for an amended merger agreement under which
shareholders will receive US$36.00 in cash per share, which is
lower than the previous per share consideration of US$39.20.
The shareholders may still elect to exchange their shares on a
one-on-one basis for shares of common stock in the new
corporation formed to acquire Clear Channel. Moody's notes that
the amended merger agreement remains subject to shareholder
approval and that the company now expects to close the merger in
the third quarter of 2008. Moody's further notes that, as part
of the settlement agreement, the bank syndicate has entered into
fully-negotiated and documented definitive agreements to provide
long-term financing to the company.
Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers. The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand. As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed
for sale and a leading national radio network operating in the
United States.
FIAT SPA: Retains European Market Share in April 2008
-----------------------------------------------------
Fiat S.p.A. maintained its market share in Europe in April 2008,
Thomson Financial News reports, citing CEO Sergio Marchionne.
According to Mr. Marchionne, Thomson Financial News reports,
Fiat's sales in countries outside Italy compensated for the
company's performance in the weak Italian market.
Thomson Financial News relates that in March 2008, Fiat had 7.3%
market share in Europe and 7.4% in western Europe. In April
2007, the company had 8.2% Europe share and 8.5% in western
Europe.
About Fiat S.p.A.
Based in Turin, Italy, Fiat SpA -- http://www.fiatgroup.com/--
designs, manufactures, and sells automobiles, trucks, wheel
loaders, excavators, telehandlers, tractors and combine
harvesters. Outside Europe, the company has subsidiaries in the
United States, Japan, India, China, Mexico, Brazil and
Argentina.
* * *
As of March 13, 2008, Fiat S.p.A. and its subsidiaries carries
Ba3 Corporate Family and Senior Unsecured ratings from Moody's
Investors Service, which said the outlook is positive.
GRAFTECH INT'L: Earns US$39 Million in First Quarter 2008
---------------------------------------------------------
GrafTech International Ltd. reported financial results for the
first quarter ended March 31, 2008.
Highlights for the first quarter of 2008 include:
-- Net sales increased 27% to US$290 million, versus
US$228 million in the first quarter of 2007.
Favorable year-on-year currency movement impacted
first quarter revenue by approximately five percentage
points.
-- Gross profit rose 44% to US$108 million, as compared
to US$75 million in the first quarter of 2007. Gross
margin expanded to 37.2%, as compared to 32.9% in the
same period in 2007. Approximately two percentage
points, or US$0.03 per share, of the improvement in
the quarter was due to a favorable sales mix.
-- Operating income increased 66% to US$83 million,
versus US$50 million in the first quarter of 2007.
Operating income margin improved more than six
percentage points to 28.7%, from 21.8% in the same
period in 2007.
-- Income from continuing operations was US$39 million,
or US$0.34 per diluted share, versus US$19 million, or
US$0.18 per diluted share, in the first quarter of
2007.
-- Income from continuing operations before special items
more than doubled to US$62 million, or US$0.53 per
diluted share, as compared to US$29 million, or
US$0.27 per diluted share, in the first quarter of
2007.
-- Net cash provided by operating activities improved
US$49 million to US$67 million, versus US$18 million
in the first quarter of 2007. The year-on-year
improvement included a US$20 million increase in
accounts receivable factoring.
-- Net debt was reduced by US$184 million or nearly 40%
percent year-over-year to US$313 million.
Craig Shular, Chief Executive Officer of GrafTech, commented,
"We continue to face significant raw material cost increases
which our team has offset through higher prices, delivering on
productivity initiatives and penetrating high growth markets
such as solar. In addition, we successfully decreased selling
and administrative expense as a percent of sales by two full
percentage points year-over-year. Our team continues to
effectively leverage top line growth into solid operating
performance."
Reportable Segments
The company related that it has realigned the management of its
segment structure to better serve customers in a cost effective
manner. Consequently, the business results will be presented in
two new segments: Industrial Materials and Engineered Solutions.
Industrial Materials will consist of graphite electrodes and
refractories products and will focus on best serving our global
steel customers. Engineered Solutions will include advanced
graphite materials and our natural graphite products. This
segment offers a host of tailored solutions to customers in the
electronics, solar, oil exploration, transportation, thermal
processing and nuclear industries.
For prior period comparisons, the company’s former carbon
electrode products are included in the Industrial Materials
segment. Finally, the revised segment structure allows the
company to combine sales and marketing teams as well as
administrative functions with the result being better service to
customers at a lower cost.
Industrial Materials Segment
The Industrial Materials segment's net sales increased 28% to
US$248 million in the 2008 first quarter, as compared to US$195
million in the 2007 first quarter. The increase was primarily
due to higher selling prices for graphite electrodes, the
positive impact of currency exchange rates, and a favorable
sales mix.
Operating income for the Industrial Materials segment was US$75
million, a 55% or US$27 million improvement over the same period
in 2007. Operating income margin expanded more than five
percentage points to 30.1% from 24.7% in the first quarter 2007.
Operating income in the quarter was favorably impacted by higher
graphite electrode selling prices and the benefit of lower cost
raw material purchased in 2007, and sold from inventory in the
first quarter of this year.
The company has experienced significant increases in petroleum-
based raw materials in 2008. Therefore, it expects higher costs
in the second quarter 2008 as this inventory begins to flow
through to the results.
Engineered Solutions Segment
Net sales for the Engineered Solutions segment grew 24% to US$42
million in the 2008 first quarter, as compared to US$34 million
in the 2007 first quarter. Operating income for the Engineered
Solutions segment quadrupled to US$8 million, as compared to
US$2 million in the 2007 first quarter while operating income
margin for the segment expanded over 15 percentage points to
20.2 percent from 4.9 percent. The company continues to gain
traction in this segment as it penetrates fast growing markets
including solar and achieve higher advanced graphite material
selling prices.
Corporate
Selling and administrative and research and development expenses
were held flat at US$25 million in the 2008 first quarter, as
the company continues to sustain the 10% reduction in overhead
achieved in the first quarter 2007.
Other expense, net, was US$21 million in the 2008 first quarter
largely the result of US$16 million of non-cash currency losses
on inter-company loans and US$5 million related to the call
premium and fees associated with the early redemption of US$125
million of its 10.255 Senior Notes in the first quarter of 2008.
Mr. Shular commented, "Our team has continued to deliver on its
stated goal of deleveraging, resulting in interest expense of
US$6 million in the first quarter of 2008, or half the recorded
expense in the same period of the prior year."
The book tax rate in the first quarter of 2008, was 32 percent,
approximately six percentage points better than the prior year
as a result of favorable jurisdictional profitability mix.
Excluding the impact of certain non-recurring items, the
effective tax rate was 21 percent in the first quarter 2008.
For the full year 2008, we continue to expect the effective tax
rate to be in the range of 27 to 29 percent, after consideration
of anticipated future events. Relative to our anticipated full
year effective tax rate, the lower first quarter tax rate
favorably impacted profitability by approximately US$0.05 per
share.
Outlook
Mr. Shular commented on outlook, stating, "Per our stated
strategy, we have continued to improve the linearity of our
sales order book, resulting in more level quarters throughout
the year. Running our production facilities at more constant
operating levels allows us to better manage costs, reduce
overhead and improve the consistency and quality of our product
and best serve our customers."
We remain encouraged by global steel industry conditions and
expect solid demand from our steel end markets and the markets
that drive our Engineered Solutions segment in 2008. As a
result, we are raising our full year 2008 guidance.
Based on the assumption of stable global economic conditions for
2008, GrafTech expects:
-- Total company net sales to increase approximately 16 to
18% (previous guidance 12 to 14%);
-- Operating income targeted growth of approximately 35% to
the range of US$310 million to US$320 million (previous
guidance approximately US$295 million);
-- The effective tax rate to be between 27% and 29%;
-- Capital expenditures to be approximately US$70 million
to US$75 million;
-- Depreciation expense of approximately US$32 million; and
-- Cash flow from operations to be about US$180 million,
assuming no accounts receivable factoring at year end
(previous guidance US$165 million).
Headquartered in Parma, Ohio, GrafTech International Ltd. -–
http://www.graftech.com/-- (NYSE:GTI) manufactures and provides
high quality synthetic and natural graphite and carbon based
products and technical and research and development services,
with customers in 80 countries engaged in the manufacture of
steel, automotive products and electronics. The company
manufactures graphite electrodes, products essential to the
production of electric arc furnace steel. The company also
manufactures thermal management, fuel cell and other specialty
graphite and carbon products for, and provide services to, the
electronics, power generation, solar, oil and gas,
transportation, petrochemical and other metals markets. The
company operates 11 manufacturing facilities strategically
located on four continents.
As of Feb. 28, 2008, the company has a subsidiary in
Switzerland, GrafTech Switzerland S.A. GrafTech Switzerland has
subsidiaries located in other parts of Europe as well as Mexico
and Brazil in Latin America.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 19, 2008, Standard & Poor's Ratings Services raised its
corporate credit rating on GrafTech International to 'BB-' from
'B+'. S&P said the outlook is stable.
LIBBEY INC: Gets Approval on Shelf Registration Statement Filing
----------------------------------------------------------------
(PRNewswire-FirstCall)
Libbey Inc.'s board of directors has approved the filing of a
shelf registration statement on Form S-3 to register up to
US$550 million
aggregate amount of:
-- debt securities;
-- common stock;
-- preferred stock;
-- warrants to purchase debt securities, common stock,
preferred stock or depositary shares;
-- rights to purchase common stock or preferred stock;
-- securities purchase contracts;
-- securities purchase units; and
-- depositary shares.
The timing and terms of an offering of these securities will be
determined by market conditions and as set forth in a prospectus
supplement to be filed at the time of any offering.
The company anticipates that the shelf registration statement
will be filed with the Securities and Exchange Commission during
the second quarter of 2008 and expects to use the proceeds from
any offering to pay down indebtedness.
About Libbey Inc.
Based in Toledo, Ohio, Libbey Inc. -- http://www.libbey.com/--
operates glass tableware manufacturing plants in the United
States in Louisiana and Ohio, as well as in Mexico, China,
Portugal and the Netherlands. Its Crisa subsidiary, located in
Monterrey, Mexico, is the leading producer of glass tableware in
Mexico and Latin America. Its Royal Leerdam subsidiary, located
in Leerdam, Netherlands, is among the world leaders in producing
and selling glass stemware to retail, foodservice and industrial
clients. Its Crisal subsidiary, located in Portugal, provides
an expanded presence in Europe. Its Syracuse China subsidiary
designs, manufactures and distributes an extensive line of high-
quality ceramic dinnerware, principally for foodservice
establishments in the United States. Its World Tableware
subsidiary imports and sells a full-line of metal flatware and
holloware and an assortment of ceramic dinnerware and other
tabletop items principally for foodservice establishments in the
United States. Its Traex subsidiary, located in Wisconsin,
designs, manufactures and distributes an extensive line of
plastic items for the foodservice industry. In 2006, Libbey
Inc.'s net sales totaled US$689.5 million.
* * *
As reported in the Troubled Company Reporter-Latin America on
Oct. 3, 2006, In connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. Consumer Products
sector, the rating agency confirmed its B2 Corporate Family
Rating for Libbey Glass Inc., and its B2 rating on the company's
US$306 million senior secured notes due 2011. Additionally,
Moody's assigned an LGD3 rating to the notes, suggesting
noteholders will experience a 49% loss in the event of a
default.
PILGRIM'S PRIDE: Closes US$177 Million Common Stock Offering
------------------------------------------------------------
Pilgrim's Pride Corporation has completed a public offering of
7,500,000 shares of common stock for total consideration to
Pilgrim's Pride of approximately US$177 million. Lehman
Brothers Inc. acted as the sole underwriter for the offering.
Pilgrim's Pride will use the net proceeds of the offering to
reduce outstanding indebtedness under its credit facilities and
for general corporate purposes.
Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico. Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and
Utah. Sales for the twelve months ended Dec. 29, 2007 exceeded
US$8.3 billion.
* * *
As reported in the Troubled Company Reporter-Latin America on
April 21, 2008, Moody's Investors Service placed under review
for possible downgrade the ratings of Pilgrim's Pride
Corporation, including the company's Ba3 corporate family
rating, US$400 million 7.625% senior notes due 2015 at B1
rating, US$250 million senior subordinated notes due in 2017 and
US$5.1 million (original US$100 million) senior subordinated
notes due 2013 at B2 rating.
PILGRIM'S PRIDE: S&P Holds 'BB-' Credit Rating on Stock Sale
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and other ratings on Pilgrim's Pride
Corp. About US$2 billion of debt (adjusted for capitalized
operating leases, pension and postretirement obligations, and
accounts receivable securitization) of Pittsburg, Texas-based
Pilgrim's Pride was outstanding at March 29, 2008. The outlook
is negative.
The rating affirmation follows the company's announcement that
it had agreed to sell about 7.5 million shares of common stock.
The sale is expected to close on May 16, 2008, with proceeds
used to reduce debt outstanding under its credit facilities, as
well as for general corporate purposes. "We expect that a large
portion of the proceeds will be applied to debt repayment," said
Standard & Poor's credit analyst Jayne M. Ross.
"While we view the planned debt repayment and reduced interest
expense as providing Pilgrim's Pride with some further liquidity
and financial flexibility, the company still operates in a
challenging environment, and credit measures still remain weak
for the rating," said Ms. Ross. Pro forma for the common stock
issuance, debt leverage would have been about 5.3x at March 31,
2008.
The ratings on Pilgrim's Pride reflect the company's highly
leveraged financial profile following its debt-financed
acquisition of Gold Kist Inc. Also, the ratings are affected by
the inherent volatility of the commodity-based U.S. chicken
industry, and by several factors beyond the company's control,
including weather, protein supply, commodity costs, and disease.
A partially mitigating factor is that Pilgrim's Pride is now the
largest player in the U.S. poultry industry based on production
volume, achieving further critical mass with the Gold Kist
acquisition and establishing greater geographic breath of its
operations and distribution system.
Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico. Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and
Utah. Sales for the twelve months ended Dec. 29, 2007 exceeded
US$8.3 billion.
PQ CORPORATION: Moody's Puts Corporate Family Rating at B2
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
to PQ Corporation and assigned a B2 rating to its first lien
revolving credit facility, a B2 rating to its first lien term
loan and a B3 rating to its second lien credit facility. The
rated debt has financed the July 2007 acquisition of PQ by funds
associated with The Carlyle Group and will finance PQ's
acquisition of the Ineos Silicas business. The ratings outlook
is stable.
Ratings assigned:
PQ Corporation
-- Corporate family rating: B2
-- Probability of default rating: B2
-- US$200mm First lien revolving credit facility due 2013:
B2 (LGD3, 46%)
-- US$1,105mm First lien term loan due 2014: B2 (LGD3, 46%)
-- US$460mm Second lien term loan due 2015: B3 (LGD4, 64%)
On July 30, 2007, PQ was purchased by Carlyle Partners IV, LP, a
private investment fund affiliated with The Carlyle Group, from
CCMP Capital Advisors, LLC. PQ is in the process of acquiring
the Ineos Silicas business in a transaction expected to close in
the second quarter of 2008. The rated debt provides financing
for both transactions, with the Ineos Silicas acquisition being
primarily financed with a second draw under the existing first
lien term loan.
The B2 corporate family rating reflects PQ's elevated leverage,
a revenue base that is expected to be less than initial debt
levels, integration risk associated with a new acquisition and
initially weak credit metrics. The ratings are supported by the
company's stable inorganic chemicals, catalysts and engineered
glass materials businesses with leading market positions and a
history of steady (although moderate) revenue growth. Earnings
stability is provided by the company's diverse end markets, a
large customer base and geographically diverse operations. PQ
has high margins for its credit rating category and is expected
to maintain or improve same, despite a rising raw material
pricing environment.
The stable outlook reflects the expectation that PQ will
generate sufficient cash flow to meet its debt service
obligations and de-lever. Moody's expects PQ's strong market
positions, established customer relationships and ability to
maintain its margins will support free cash flow generation.
The rating currently has limited upside in the near-term given
the significant amount of leverage the firm has taken on. The
rating could come under downward pressure if the company fails
to maintain its margins, generate free cash flow as expected to
support repayment of debt, and successfully integrate the Ineos
Silicas business, including realization of synergies.
PQ Corporation, headquartered in Malvern, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including
sodium silicate, silicate derivatives, catalysts and engineered
glass materials. PQ Corporation's sales revenues for the year
ended December 31, 2007, were $775 million.
The company Latin America Head Office is located in Mexico. Its
European Head Office is domiciled in the Netherlands while the
Asia Pacific Head Office is in Australia.
QUEBECOR WORLD: Seeks Approval to Sell Aircraft for US$20.3 Mil.
----------------------------------------------------------------
Pursuant to a Lease Intended as Security dated as of Feb. 6,
2004, Quebecor Printing Aviation Inc. leased one Bombardier CL-
600-2B16 (Variant 604) "Challenger" aircraft and two General
Electric CF34-3B engines from Wachovia Financial Services, Inc.
Quebecor World Inc. was the guarantor of QPA's obligations under
the Aircraft Lease.
On April 4, 2008, QPA provided Wachovia with written notice of
its intent to exercise the Early Termination Option under the
Aircraft Lease and purchase the Aircraft on the next scheduled
Payment Date, May 6, 2008.
In addition to the Aircraft Lease, the Debtors and QWI are also
parties to a Sublease Agreement and Short form sublease
agreement
both dated Feb. 6, 2004. QWI and ACASS Canada Ltd. are also
parties to certain agreements wherein ACASS provides all
services
necessary to operate and maintain the Aircraft. ACASS is also
fully responsible for the management, operation, maintenance and
hangaring of the Aircraft.
Before filing for bankruptcy, the Debtors determined that in
light of their current operational needs and financial condition
it was no longer appropriate for them to lease an aircraft of
the size and cost of the Challenger. They also recognized that
their right to exercise the Early Termination Option, coupled
with the current
fair market value of the Aircraft, could realize a significant
profit if they purchased and subsequently sold the Aircraft. To
that end, following the bankruptcy filing, the Debtors proceeded
to assume the Aircraft Lease and purchased the Aircraft.
Sale Agreement
The Debtors actively marketed the Aircraft. As a result of
those efforts, the Debtors have entered into a sale agreement.
Before entering into the Sale Agreement, the Debtors obtained an
appraisal from Aeronautical Systems Inc., which estimated the
retail market value of the Aircraft to be US$20,450,000. The
Debtors also received an appraisal prepared by Aviation
Management Consulting, Inc., for Quebecor Media Inc., a related
party that had evidenced an interest in purchasing the Aircraft,
indicating a current market value of the Aircraft of
US$19,900,000. The Debtors also solicited offers from other
potential purchasers of the Aircraft. QMI ultimately made the
highest offer to purchase the Aircraft, submitting an offer of
US$20,300,000 on Feb. 12, 2008, which offer resulted in the Sale
Agreement.
The Debtors consulted with two prominent firms in the aircraft
and airline industry: Seabury Group LLC, a leading aviation and
airline consulting firm, and Guardian Jet, LLC, an aircraft
consulting, oversight and brokerage firm regarding the value of
the Aircraft. Seabury advised the Debtors that the "blue-book-
value of the Aircraft was consistent with the Buyer's offer,
while Guardian, after reviewing its database of similar aircraft
currently on the market, also indicated that the value of the
Aircraft was consistent with the Buyer's offer.
The Debtors are still continuing their marketing efforts and
accepting offers from interested parties, which will either
validate QMI's offer as the highest and best offer or,
alternatively, will give rise to additional offers so that the
Debtors will ultimately realize the highest and best offer for
the Aircraft. In fact, the Debtors relate that they recently
received three additional indications of interests but they were
not as favorable as the Buyer's offer.
Key Equipment Finance Canada Ltd. is technically the Buyer under
the Sale Agreement because it will be providing the financing to
QMI -- the primary party with whom the Debtors have been in
negotiations. It is the Debtors' understanding that Key
Equipment has agreed to provide QMI with lease financing and
that QMI will lease the Aircraft from Key Equipment upon the
closing of the Sale Agreement.
The some of the key terms and conditions of the Sale Agreement
are:
Aircraft: 1998 Bombardier Challenger CL-600-2B16 (Variant 604)
serial number 5379 and Canadian Registration Number
C-GQPA with two (2) General Electric model CF34-3B
engines, serial numbers 872340 and 872341, together
with all equipment, systems, avionics, appliances,
instruments, components, furnishing and accessories
installed in or its engines and all original
logbooks, flight components, maintenance and weight
and balance manuals, wiring diagrams, and all
documentation and records, paperwork, warranty
documentation and other related documentation,
including maintenance records.
Seller: Quebecor Printing Aviation Inc.
Buyer: Key Equipment Finance Canada Ltd.
Deposit: US$500,000, to be delivered into escrow within three
days following the execution of the Sale Agreement.
Purchase US$20,300,000 (including the Deposit) upon delivery
Price: and acceptance of the Aircraft at Closing.
Closing: Third business day after the issuance of the
approvals of the Court and Canadian Court, but in no
event after June 13, 2008.
By this motion, the Debtors ask the Court for permission to (i)
sell the Aircraft to Key Equipment and (ii) reject certain
leases, subleases and executory contracts related to the
Aircraft, including the agreements with ACASS.
Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
says that the Debtors have already determined that it would not
serve their business purposes or their restructuring needs to
retain an aircraft of the size and cost of the Aircraft, whether
by purchasing it outright or by continuing under the Aircraft
Lease.
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media. It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia. In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.
Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable
Justice Robert Mongeon oversees the CCAA case. Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case. Ernst & Young Inc. was appointed as Monitor.
On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.
As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.
The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case. The Debtors' CCAA stay
has been extended to July 25, 2008. (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession. The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.
QUEBECOR WORLD: Renews US$60 Mil. Multi-Year Deal with Bauer
------------------------------------------------------------
Quebecor World Inc. signed a new multi-year agreement with Bauer
Publishing. Under the agreement, which is valued at
approximately US$60 million, Quebecor World will print Woman's
World, First for Women, In Touch Weekly, Life & Style, J-14 and
Life Story. Together these six magazine titles represent more
than 250 million printed copies a year.
Bauer, whose U.S. headquarters is in Englewood Cliffs, N.J., is
the number one seller of magazines in the country. Bauer
magazines connect with a nationwide audience of active, engaged
newsstand consumers at every life stage -- from tweens and teens
to young women to baby boomers and beyond.
"Bauer is one of the largest and most successful magazine
publishers in North America. We are pleased to continue our
partnership with them. The important investment in new
technology in our magazine platform will ensure that Bauer, its
readers and advertisers receive a top-quality product that meets
their exacting standards," said Jacques Mallette, President and
CEO Quebecor World Inc.
Richard Buchert, Bauer's Senior Vice President of Production,
said the renewal agreement reflects Quebecor World's excellent
service and value: "Quebecor World has been a long-time and
valued supplier to Bauer and we look forward to taking full
advantage of its full-service publication platform, including
multiple production plants from coast-to-coast."
Doron Grosman, President of Quebecor World's Magazine Division,
said the Bauer agreement reflects a continuing commitment to
magazine leadership by both parties: "At Quebecor World, we
continue to focus on an end-to-end, full-service offering for
magazine publishers. Working closely with Bauer gives us the
opportunity to partner with an industry leader to continuously
improve efficiencies, quality and workflows across our multi-
plant, multi-service national platform."
Quebecor World's magazine division is one of the leading
magazine print and related service providers in the United
States. The company provides complete premedia, print,
distribution and mailing services for publishers in the
consumer, B2B, association, city and regional magazine markets.
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media. It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia. In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.
Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable
Justice Robert Mongeon oversees the CCAA case. Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case. Ernst & Young Inc. was appointed as Monitor.
On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media. It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia. In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.
Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable
Justice Robert Mongeon oversees the CCAA case. Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case. Ernst & Young Inc. was appointed as Monitor.
On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.
As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.
The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case. The Debtors' CCAA stay
has been extended to July 25, 2008. (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession. The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.
QUEBECOR WORLD: Quebec Court Extends CCAA Stay Until July 25
------------------------------------------------------------
The Honorable Robert Mongeon of the Quebec Superior Court of
Justice granted the request of Quebecor World Inc. and its
debtor-affiliates to extend the Companies' Creditors Arrangement
Act stay until July 25, 2008.
A full-text copy of the Order is available for free at
http://ResearchArchives.com/t/s?2bc2
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media. It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia. In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.
Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable
Justice Robert Mongeon oversees the CCAA case. Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case. Ernst & Young Inc. was appointed as Monitor.
On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.
As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.
The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case. The Debtors' CCAA stay
has been extended to July 25, 2008. (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession. The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.
QUEBECOR WORLD: Wants Schedules Filing Dates Extended to July 18
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to extend
until July 18, 2008, their deadline to file their schedules of
assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.
Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
tells the Court that the Debtors will still not be in a position
to file the Schedules and Statements by June 4, 2008, given size
of their Chapter 11 cases, and the volume of material that must
be compiled and reviewed by their limited staff.
Mr. Canning informs the Court that the Debtors' records reflect
as many as 22,000 parties potentially holding claims or
otherwise will be identified on their Schedules and Statements.
It is an extensive undertaking to gather all of information
related to each creditor and the nature of its claim, and to
make the requisite judgments regarding how to properly schedule
each potential claim, Mr. Canning says.
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media. It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia. In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.
Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable
Justice Robert Mongeon oversees the CCAA case. Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case. Ernst & Young Inc. was appointed as Monitor.
On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.
As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.
The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case. The Debtors' CCAA stay
has been extended to July 25, 2008. (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession. The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.
SATELITES MEXICANOS: Books US$11.6 Mil. Net Loss in 1Q 2008
-----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., and subsidiaries reported a
consolidated net loss of US$11.56 million in the quarter ended
March 31, 2008, compared to the US$14.11 million in the same
three-month period last year.
Increased revenues contributed to the company's narrowing first
quarter net loss. In the Jan.-Mar. 2008 quarter, the company
earned revenues aggregating US$26.81 million, up 19% from the
US$22.62 million recorded in the corresponding quarter in 2007.
According to the company, the improved revenues is brought about
by:
-- US$3.00 million of a net increase in fixed satellite
services integrated by new contracts of U$1.20 million,
increase in non-renewal contracts in an aggregate amount of
US$2.4 million, which were partially offset by contract
cancellation of US$0.6 million;
-- a net increase in Alterna'TV revenue of US$0.10 million
(Alterna'TV revenues were U$1.80 million in 2008, compared
to US$1.70 million in 2007); and
-- US$1.1 million for broadband satellite services provided by
Enlaces Integra, S de R.L. de C.V., a 75% owned subsidiary
acquired on November 30, 2006.
Costs and expenses totaling US$25.69 million, left the company
with an operating income of US$1.12 million in first quarter of
2008 (net loss of US$1.94 million in 2007).
Satelites Mexicanos's consolidated balance sheet as of March 31,
2008, showed total assets of US$462.07 million, total
liabilities of US$490.51 million resulting in a shareholders'
deficit of US$31.00 million.
A copy of the company's financial statements for the quarter
ended March 31, 2008, is available for free at:
http://ResearchArchives.com/t/s?2c26
Satmex filed a voluntary petition for reorganization under
Chapter 11 in the Bankruptcy Court (Bankr. S.D.N.Y. Case No. 06-
11868), on Aug. 11, 2006. It concluded its reorganization
efforts on Nov. 30, 2006, and emerged from its U.S. bankruptcy
case. The company consummated its U.S. chapter 11 plan of
reorganization, which was confirmed by the on Oct. 26, 2006, and
implemented the restructuring approved in Satmex's Mexican
Concurso Mercantil proceeding by the Concurso Plan Order issued
on July 14, 2006.
Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.
* * *
As of May 19, 2008, the company still carries these ratings
placed by Moody's since Sept. 5, 2003:
-- Issuer Rating of C,
-- Senior Secured Rating of Caa1,
-- Long-term Corporate Family Rating of Ca, and
-- Senior Unsecured Debt Rating of C.
UNITED RENTALS: S&P Puts 'BB+' Rating on Proposed US$1B Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' secured
bank loan rating to United Rentals (North America) Inc.'s
proposed US$1 billion senior secured asset-based loan credit
facility due 2013. At the same time, S&P assigned a recovery
rating of '1' to this facility, indicating an expectation for
very high (90%-100%) recovery in the event of a payment default.
The company will use this facility to repay outstanding debt
under the existing credit facility that is due to mature in
February 2009.
All ratings are affirmed, including the 'BB-' corporate credit
ratings on URNA and parent United Rentals Inc. The ratings on
the existing credit facility will be withdrawn at the close of
the new facility (expected in June 2008). The outlook is
stable.
Through its network of approximately 670 locations in the U.S.,
Canada, and Mexico, Greenwich, Connecticut-based URI is the
world's largest provider of construction and industrial
equipment rentals.
"The ratings on URI reflect its weak business risk profile based
on its participation in the cyclical, highly competitive, and
fragmented equipment rental sector, as well as its aggressive
financial policy," said Standard & Poor's credit analyst John
Sico. "Somewhat moderating these risks are its position as the
world's largest provider of equipment rentals and good
geographic, product, and customer diversity."
The outlook is stable, reflecting S&P's expectation that the
company will sustain its operating performance and maintain
financial and acquisition discipline amid flattening or
declining industry conditions. An integral factor will be the
company's ability to generate free cash flow over the industry
cycle and effectively manage capital spending in line with
industry demand. Because the SEC inquiry remains unresolved,
the rating does not
incorporate an adverse outcome from the SEC review or from
shareholder lawsuits. Meanwhile, the industry is undergoing
further consolidation, and because of its cyclical nature and
considerable merger-and-acquisition activity, the rating does
not incorporate large debt-financed acquisitions or mergers.
Headquartered in Greenwich, Conn., United Rentals Inc. (NYSE:
URI) -- http://www.unitedrentals.com/ -- is an equipment rental
company with an integrated network of over 690 rental locations
in 48 states, 10 Canadian provinces and Mexico. The company's
approximately 10,900 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.
The company offers for rent over 20,000 classes of rental
equipment with a total original cost of US$4.2 billion.
Revenues for the twelve months ended March 2008 totaled about
US$3.6 billion.
* STATE OF NYARIT: Moody's Downgrades Issuer Rating to Ba1
----------------------------------------------------------
Mexico City, May 16, 2008 -- Moody´s has downgraded the issuer
rating of the State of Nayarit to Ba1 (global scale, local
currency) and A1.mx (Mexico National Scale) from Baa3 and Aa3.mx
respectively. The outlook is stable. The downgrade reflects
the state's uneven financial performance and negative liquidity
position, which limit financial flexibility. The downgrade also
reflects an aggressive capital plan that will require
substantial new debt. The existing ratings on the
MXN300 million bank loan granted by Banorte in 2006, remain
unchanged at Baa1 (global scale, local currency) and Aa1.mx
(Mexico National Scale).
Nayarit's financial performance has been characterized by
financial deficits posted in four of the past five years,
leading to an increased debt burden. The state's financial
flexibility has deteriorated gradually, as operating revenues
have decreased from 37% of total revenues in 2003 to 30% in
2007. In each of the past two years, the state's liquidity
position (cash less current liabilities) has been negative,
resulting in a reliance on short term borrowing to finance these
cash shortfalls.
Over the next several months, Nayarit is planning to incur
additional debt in the amount of MXN1,200 million to finance an
aggressive capital program. This new debt, combined with the
gradual deterioration in financial performance experienced in
recent years, will exert significant pressure on the state's
budgetary flexibility. If these borrowing intentions come to
fruition, Moody's expects debt service costs, which were
equivalent to 2% of operating revenues in 2007, would increase
to 6%, while the outstanding debt balance would increase to 13%
of total revenues this year, compared to 4% in 2007.
=======
P E R U
=======
BRASKEM: May Invest US$2.5B With Petrobras for Peruvian Plants
--------------------------------------------------------------
Published reports say that Braskem SA could invest up to
US$2.5 billion with Petroleo Brasileiro SA a.k.a. Petrobras for
the construction of two petrochemicals plants in Peru.
According to the reports, Braskem signed an accord with
Petrobras and Peru's state oil company Petroperu to evaluate the
technical and economic viability of the planned petrochemicals
projects. The plan include one methane plant that would cost up
to US$1 billion to construct and one ethane plant with a cost of
at least US$1.5 billion.
Reuters notes that Petroperu could participate as a partner in
the construction of the two plants.
"Petrobras entered Peru in 2002 and today it's the second
largest oil company in the country and we'll work for it to
invest much more, and fast," Brazil's President Luiz Inacio Lula
da Silva told Peruvian news daily La Republica.
Braskem S.A. (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies. The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products. The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.
* * *
As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A. Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.
TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.
On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.
====================
P U E R T O R I C O
====================
ADELPHIA: MI-Connection Wants Duke Pact Assignment Clarified
------------------------------------------------------------
MI-Connection Communications System is a joint agency formed in
accordance with North Carolina law by the County of Mecklenburg,
North Carolina, and each of several municipalities within the
Counties of Mecklenburg and Iredell, namely Cornelius, Davidson,
and Mooresville.
MI-Connection asks the U.S. Bankruptcy Court for the Southern
District of New York to clarify that the Pole Attachment
Agreement between Duke Power Co. and Adelphia Communications
Corp. debtor-affilites Prestige Cable of NC Inc., dated Feb. 19,
1993, was validly assigned to it as part of its purchase of
cable system assets.
The Duke Agreement
Each of the four jurisdictions represented by MI-Connection was
the counterparty to a franchise agreement with Adelphia that
entitled it to exercise a right of first refusal in any sale of
Adelphia's cable system serving their franchise areas. The Duke
Agreement, which was a Pole Attachment Agreement, permitted
Adelphia to attach its cable system attachments to Duke's poles
in two North Carolina counties where the four jurisdictions'
franchise areas are located.
Adelphia, however, attempted to assume and assign all of those
executory contracts in connection with a sale of substantially
all of its assets to Time Warner and Comcast Corporation. The
four jurisdictions thus exercised their rights of first refusal,
stepped into the shoes of Time Warner, and acquired from the
Debtors certain of their cable system assets in the subject
bankruptcy sale, Kenneth A. Brunetti, Esq., at Miller & Van
Eaton, LLP, in San Francisco California, relates. The rights
were formally exercised and the sale to MI-Connection closed
after the sale of other Adelphia assets to Time Warner.
However, some cable system assets that should have been held
back by the Debtors were purportedly provided in error to Time
Warner at the sale closing. According to Mr. Brunetti, the Duke
Agreement was one of the assets purportedly inadvertently
provided to Time Warner. Ultimately, the parties decided and
obtained Court approval to rectify the errors by executing two
asset purchase agreements, (1) one between the four
jurisdictions represented by MI-Connection and Time Warner to
ensure that any assets that belonged to MI-Connection were in
fact provided to MI-Connection, and (2) the other between the
four jurisdictions represented by MI-Connection and the Debtors
to transfer the remaining assets.
The two agreements, Mr. Brunetti notes, ensured that all
property subject to the right of first refusal, including real
estate located in Mooresville, North Carolina, vehicles,
inventory, and various executory contracts, including the Duke
Agreement, became the property of MI-Connection and had the
effect of bringing the transfer into conformity with the Court's
Orders.
Duke Does Not Recognize Assignment
Duke has now refused to recognize the assignment of the Duke
Agreement to MI-Connection, Mr. Brunetti points out. Duke's
position is that Time Warner was the sole and exclusive
transferee of the assets of the Adelphia system including the
Duke Agreement, and therefore MI-Connection has no right to
them.
By refusing to recognize the assignment of the Duke Agreement to
MI-Connection, Duke is frustrating the implementation of the
Court's Orders, and depriving MI-Connection of the full benefits
of its bargain as the purchaser of certain of Adelphia's cable
system assets, Mr. Brunetti argues.
"Whether the Duke Agreement and other assets transferred to MI-
Connection directly from the Debtors, or inadvertently through
Time Warner does not change the fact that the assets came to MI-
Connection at the direction of the Court, pursuant to the
proceedings that vindicated the right of first refusal, and
allowed the jurisdictions to step into the shoes of Time
Warner," Mr. Brunetti contends.
Duke asserted that the Duke Agreement had not been transferred
to MI-Connection, and that MI-Connection should negotiate a new
pole agreement or that the Duke Assignment was not valid without
approval of the company. Duke seemed to believe that Time
Warner had properly obtained and was continuing to operate under
the Duke Agreement, Mr. Brunetti notes.
Mr. Brunetti tells the Court that the new agreement proposed by
Duke is significantly different from the existing Duke
Agreement, to the detriment of MI-Connection. He cited that:
-- The proposed agreement does not recognize MI-Connection's
rights as Adelphia's successor in interest to the Duke
Agreement. Thus, it offers MI-Connection no assurance
that Duke will not seek redress from it for claims that
Duke had already waived, or were deemed cured in the
settlement of the Duke Objection.
-- The proposed agreement is phrased in a way that could be
read to impose greater burdens on MI-Connection than the
original Duke Agreement. The proposed agreement arguably
makes MI-Connection responsible for correcting defects
that should have been corrected by others, including Duke.
-- Duke's position deprives MI-Connection of an asset it paid
for at the closing of the sale and will require it to
enter into potentially costly and lengthy negotiations
with Duke to reach a new agreement.
Duke Responds
On behalf of Duke Energy Carolinas LLC, f/k/a Duke Energy
Corporation, d/b/a Duke Power Company, Thomas R. Slome, Esq., at
Rosen Slome Marder LLP, in New York, contends that the Court
should deny MI-Connection's request because the assignment of
the Pole Attachment Agreement is governed by the Stipulation and
Order between the Debtors and Duke Energy Carolinas LLC
resolving objection to assumption and assignment of certain
executory contracts and certain proofs of claim.
Duke cites that in the Stipulation and Order, it agreed to:
-- the settlement of its Cure Objection, which included a
requirement that the Debtors or the applicable assignee
provide Duke with adequate assurance of future performance
under the assigned contracts; and
-- the assumption and assignment of the Agreement to Time
Warner and to no other entity.
Mr. Slome tells the Court that at no time did the Debtors
approach Duke about the possible assumption and assignment of
the Agreement to MI-Connection.
Mr. Slome further contends that even if MI-Connection purchased
certain assets from the Debtors and Time Warner, they did not
purchase the Agreement. "In fact, MI-Connection has failed to
produce any documents that state that the Agreement was sold by
Time Warner to MI-Connection," he says. "The only document that
MI-Connection has produced that even names the Agreement, is the
unexecuted November 19, 2007 letter from Time Warner to Duke in
which Time Warner requested Duke to consent to the assignment of
the Agreement to MI-Connection."
Mr. Slome adds that Duke's non-consent to Time Warner's
assignment of the Duke Agreement to MI-Connection and any issues
regarding Time Warner's proposed assignment of the Agreement is
no longer within the Court's jurisdiction. He notes that if MI-
Connection wants the Court to award declaratory relief, MI-
Connection must proceed via an adversary proceeding.
About Adelphia Comms
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company. Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks. The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002. Those cases are jointly
administered under case number 02-41729. Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642). Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.
The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.
That plan became effective on Feb. 13, 2007. (Adelphia
Bankruptcy News, Issue No. 187; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
ADELPHIA COMMS: Recovery Trust Wants Declaration Amended
--------------------------------------------------------
The Adelphia Recovery Trust established in reorganized Adelphia
Communications Corp. and its debtor-affiliates' Chapter 11 cases
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve:
a) an amendment to a trust declaration, the document that
together with the confirmed Plan of Reorganization for the
Debtors governs the ART, for the purpose of ensuring that
the ART is accorded pass-through treatment for income tax
purposes; and
b) the allocation of distributions from the ART to
"deficiency" amounts with respect to a given class of
Trust Interests before paying accrued dividends.
The Adelphia Recovery Trust
Pursuant to the Plan and Confirmation Order, the ART was created
for the purpose of liquidating the transferred causes of action
for the benefit of holders of interests in the ART. Certain
classes of creditors and the United States government, on behalf
of the Restitution Fund, in exchange for their interests in the
causes of action, received various series of trusts interests as
part of the recoveries under the Plan.
The ART was previously named the Contingent Value Vehicle up
until March 15, 2007.
The ART has received, as of April 28, 2008, proceeds aggregating
roughly US$180 million from the settlement of certain Causes of
Action, according to David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York.
The Trust Declaration specifies that the ART was established as
a liquidating trust as described in Section 301.7701-4(d) of the
Treasury Regulations and that unless the Internal Revenue
Service or a court of competent jurisdiction required a
different treatment, the ART was to be treated as a grantor
trust for United States federal income tax purposes pursuant to
Section 1.671-4(a) of the U.S. Treasury Regulations.
The Trust Declaration requires that the ART be characterized for
tax purposes as a pass-through entity to eliminate the potential
for any trust-level taxes allowing Holders to receive maximum
recoveries from the ART. If the ART were not recognized as a
pass-through entity, it would be subject to a combined federal
and state tax rate of up to 43.7%, Mr. Friedman notes. Holders
also would be responsible for their own taxes and distributions
received from the ART in addition to the 43.7% tax, he adds.
The provisions of the Tax Declaration provide for pass-through
tax treatment. However, there was no guarantee that the IRS
would agree with that characterization, Mr. Friedman says.
Trust Declaration Amendment
In June 2007, in response to the ART's behest, the IRS agreed
that it would recognize ART as a pass-through entity if the
Trust Declaration were amended to eliminate the possibility that
the ART Trustees would seek to list the Trust Interests on
national exchange or actively engage in other "market-making"
activities.
Upon further review, the ART Trustees concluded that they should
certainty regarding the pass-through tax treatment of the ART.
They also noted that holder of Trust Interests will benefit from
the cost savings resulting from those interests not being listed
on an exchange. Thus, the Trustees unanimously voted in favor
of amending the Trust Declaration to conform to the IRS'
comments.
Accordingly, after reviewing the second amended trust
declaration and further discussions with tax counsel to the ART
Trustees, the IRS issued its ruling in December 2007 that the
ART would be recognized as a pass-through liquidating or grantor
trust.
A full-text copy of the ART's Second Amended and Restated
Declaration is available for free at:
http://researcharchives.com/t/s?2c10
The Confirmation Order provides that after the Plan Effective
Date, the Plan Documents including the Trust Declaration may be
amended and modified. Although the proposed trust amendment
satisfies the Confirmation Order as to preserving the ART as a
grantor trust, it arguably is inconsistent with the ability to
satisfy the listing requirements, Mr. Friedman points out.
In light of that inconsistency, the ART Trustees seek the
Court's authority to amend the Trust Declaration to eliminate
those requirements.
ART Distributions
The Plan provides for the accrual of non-cumulative post-
Effective Date Dividends for certain Series of Trust Interests.
Dividends accrue based on the outstanding Deficiency for the
Series, and therefore, the basis for the accrual changes each
time the Deficiency on each Series changes -- whether through a
Plan Distribution, through the disallowance or settlement of a
Disputed Claim, or through an ART Distribution. If Dividends
are deemed paid first in an ART Distribution, a larger
comparative Deficiency balance will remain outstanding and thus
greater Dividends will accrue than if the Deficiency is deemed
paid first, Mr. Friedman notes. "That is because the Dividends
are not cumulative, and are not added to the balance on which
Dividends are calculated."
The ART is required to furnish certain information annually to
Holders to enable to calculated their potential tax liability.
Whether the Deficiency or Dividends is deemed paid first may
impact the Holders' tax reporting because the Dividends could be
considered by the IRS as taxable because the Plan refers to them
as dividends and they economically represent an interest-like
return on the amount of a Holder's Allowed Claim, Mr. Friedman
says.
The Plan and other governing trust documents are silent on the
specific question of whether ART Distributions should be treated
as paying the Deficiency or accrued Dividends first, according
to Mr. Friedman.
Mr. Friedman informs the Court that the ART Trustees carefully
considered the issue, including the potential impact, although
relatively small, on the classes relative to one another, and
concluded unanimously that ART Distributions will be deemed paid
before Dividends.
The ART Trustees assert that their request is warranted for
these reasons:
* The Plan provides for a "principal first" approach for
distributions made by the Plan Administrator pursuant to
the Plan. There is no compelling reason to treat ART
Distributions differently than Plan distributions.
* A Dividends first approach could result in Holders paying
tax earlier than a Deficiency first approach. Paying the
Deficiency first before the accrued Dividends reduces to
the extent possible the risk that Holders will be taxed
currently on amounts they have not received and may never
receive.
* The Plan provides that Dividends will be "non-cumulative."
To adopt a "Dividend first" methodology could be viewed as
indirectly allowing Dividends to cumulate by deferring
payment of the Deficiency to the maximum possible extent.
* The Second Supplemental Disclosure Statement demonstrates
that distributions with respect to CVV Series Arahova are
intended to be principal first. Certain scenarios show
that the Plan contemplated that CVV Series Arahova would
receive a distribution of its Deficiency. Basic fairness
would treat Holders of all classes of Trust Interests as
following the same rule.
* The Deficiency amount represents allowed claims of Holders
that have not recovered the full amount of their allowed
claim in bankruptcy. Unless and until the Holders have
recovered their full allowed claims, it would be
inappropriate to treat anything distributed to a class as
yield or profit.
About Adelphia Comms
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company. Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks. The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002. Those cases are jointly
administered under case number 02-41729. Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642). Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.
The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.
That plan became effective on Feb. 13, 2007. (Adelphia
Bankruptcy News, Issue No. 187; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
ADELPHIA COMMS: Wants Claims Objection Deadline Set for Sept. 12
----------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern
District of New York to further extend the time within which the
Plan Administrator may object to prepetition and administrative
claims filed against them, through and including Sept. 12, 2008.
Shelley C. Chapman, Esq., at Wilkie Farr & Gallagher LLP, in New
York, New York, states that despite the staggering amount of
claims filed against the Reorganized Debtors, they have
successfully identified and objected to the vast majority of the
non-meritorious claims.
As of May 12, 2008, approximately 19,900 proofs of claim
asserting approximately US$3.98 trillion in claims had been
filed against the Reorganized Debtors. As of May 14, the
Reorganized Debtors have filed 19 omnibus objections that
address US$3.96 trillion of filed claims. Moreover, counsel to
the Debtors have periodically appeared before the Court to:
(a) provide updates on the Reorganized Debtors' progress in
resolving claims; and
(b) submit forms of orders resolving claims and adjourning
the hearings on those claims not yet resolved.
Also, the Court has entered 26 supplemental orders and numerous
stipulations allowing claims which were included in the Claims
Objections and later consensually resolved between the
Reorganized Debtors and certain claims, Ms. Chapman notes.
Notwithstanding the brisk pace of the claims process to date,
final work on claims resolution remains to be done, Mr. Chapman
tells the Court. The Plan Administrator and the Reorganized
Debtors must conclude the fact-intensive process of reviewing,
analyzing and reconciling the scheduled and filed claims. The
Reorganized Debtors believe that fewer than 25 claims totaling
approximately US$135 million have not yet been expunged,
withdrawn, adjourned or allowed by stipulations or Court orders.
The vast majority of these claims are claims for administrative
expenses related to cure costs arising out of the Reorganized
Debtors' assumption and assignment of executory contracts. The
Plan Administrator anticipates that those claims will be
resolved in the short term.
The Plan Administrator and the Reorganized Debtors seek to
extend the Claims Objection Deadline and the deadline to object
to Administrative Claims one final time to:
(a) review, reconcile, and file additional claims objections
as necessary to all remaining proofs of claim asserted
against the Reorganized Debtors, including Administrative
Claims, and
(b) ensure that there has been no oversight or omission in
the claims review process and that all non-meritorious
claims filed against the Reorganized Debtors have been or
will be included on a claims objection prior to the
Claims Objection Deadline.
As of May 14, 2008, the Reorganized Debtors believe that their
latest Claim Objection Extension Motion will be their final
extension request.
Ms. Chapman maintains that the extension is not sought for
purposes of delay and will not prejudice any claimant or other
party-in-interest.
* * *
The Court entered a bridge order, approving the Debtors'
request. The Court will convene a hearing on June 6, 2008, to
consider the extension request, on a final basis.
About Adelphia Comms
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company. Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks. The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002. Those cases are jointly
administered under case number 02-41729. Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642). Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.
The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.
That plan became effective on Feb. 13, 2007. (Adelphia
Bankruptcy News, Issue No. 187; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
CLAIRE'S STORES: US$350MM Notes PIK Plan Won't Affect S&P's Rtgs
----------------------------------------------------------------
Standard & Poor's Rating Services said that Pembroke Pines,
Florida-based Claire's Stores Inc.'s (B-/Negative/--) election
to pay in kind all interest due on Dec. 1, 2008, for the $350
million 9.625%/10.375% senior toggle notes due 2015 will not
have an immediate effect on the company's ratings or outlook.
Claire's is a specialty retailer of value-priced jewelry and
fashion accessories for preteens, teenagers, and young adults.
Standard & Poor's views the decision to elect to use the PIK
feature on the notes rather than pay cash interest as indicative
of ongoing performance difficulties at the company. Claire's
has performed well below expectations over the past year, and
S&P anticipate operations will continue to deteriorate over the
near term given the challenging economic conditions and
significant decline in consumer spending. S&P will continue to
monitor the rating as additional information becomes available.
Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.
While the latter operates only in North America, Claire's
operates internationally. As of Dec. 1, 2007, Claire's Stores
operated 3,061 stores in the United States, Canada, Puerto Rico,
the Virgin Islands, the United Kingdom, Ireland, France,
Switzerland, Austria, Germany, Spain, Portugal, Belgium, and the
Netherlands. Claire's Stores operates through its subsidiary,
Claire's Nippon, Co. Ltd., 202 stores in Japan as a 50:50 joint
venture with AEON, Co. Ltd. The company also franchises 162
stores in the Middle East, Turkey, Russia, Poland, and South
Africa.
MAXXAM INC: March 31 Balance Sheet Upside-Down by US$296.1 Mil.
---------------------------------------------------------------
MAXXAM Inc.'s consolidated balance sheet at March 31, 2008,
showed US$483.5 million in total assets and US$779.6 million in
total liabilities, resulting in a US$296.1 million total
stockholders' deficit.
The company reported a net loss of US$13.9 million for the first
quarter of 2008, compared to a net loss of US$12.3 million for
the same period a year ago. Net sales for the first quarter of
2008 totaled US$21.7 million, compared to US$28.7 million in the
first quarter of 2007.
Real Estate Operations
Real estate sales and operating losses for the first quarter of
2008 were US$8.9 million and US$1.2 million, respectively, as
compared US$11.6 million and US$0.6 million, respectively, in
the first quarter of 2007, primarily as a result of lower sales
at the company's Fountain Hills development.
Racing Operations
Net sales increased slightly for the company's racing operations
in the first quarter of 2008 as compared to the prior year
period. Operating losses increased to US$800,000 for the first
quarter of 2008 US$600,000 in the prior year period, principally
due to increased operating expenses at Sam Houston Race Park.
Forest Products Operations
On Jan. 18, 2007, The Pacific Lumber Company (Palco) and its
wholly owned subsidiaries (collectively, the Debtors), including
Scotia Pacific Company LLC (Scopac) filed for reorganization
under Chapter 11 of the Bankruptcy Code. As a result, the
company deconsolidated the Debtors' financial results beginning
Jan. 19, 2007, and began reporting its investment in the Debtors
using the cost method. Accordingly, the company's consolidated
financial results reported herein includes activity for the
Debtors only from Jan. 1, 2007 through Jan. 18, 2007.
Corporate and Other
The Corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable
to the company's operating segments. The Corporate segment's
operating losses increased US$2.7 million in the first quarter
of 2008, as compared to the prior year period, primarily due to
changes in stock-based compensation expense resulting from
fluctuations in the market price of the company's common stock
and substantial costs related to the forest products' bankruptcy
proceedings (including legal fees and unreimbursed services).
Consolidated investment, interest and other income declined
US$3.8 million in the first quarter of 2008, as compared to the
prior year period, primarily from lower returns on marketable
securities and other short-term investments.
MAXXAM has previously announced that it may from time to time
purchase shares of its common stock on national exchanges or in
privately negotiated transactions. In this regard, in March
2008, the company purchased 687,480 shares of its common stock
from two affiliated institutional holders in a privately
negotiated transaction for an aggregate cost of US$20.1 million.
Reorganization Proceedings of
Palco and its Wholly Owned Subsidiaries
On the Jan. 30, 2008 deadline established by the Bankruptcy
Court, five plans of reorganization were filed. The Debtors as
a group filed a joint plan. In addition, Palco, Britt Lumber
Co. Inc., Scotia Development LLC, Salmon Creek LLC and Scotia
Inn Inc. (the Palco Debtors) as a group and Scopac each filed
separate alternative stand-alone plans of reorganization. The
fourth plan of reorganization was filed by Mendocino Redwood
Company LLC (MRC) and Marathon Structured Finance Fund L.P.
(Marathon). The final plan, the Noteholder plan, was filed by
the indenture trustee on behalf of the holders of Scopac's
Timber Notes.
The MRC/Marathon plan would reorganize and continue the
businesses of the Debtors. The Noteholder plan effectively
provides for an auction of Scopac's timberlands to the highest
bidder, but does not address the Palco Debtors. The
MRC/Marathon Plan would result in the loss entirely of the
company's indirect equity interests in Palco and Scopac and the
Noteholder plan would likely result in the loss entirely of such
equity interests.
On May 1, 2008, MRC, Marathon, the company, and the Palco
Debtors and other company subsidiaries entered into a settlement
term sheet. Scopac was not a party to the Settlement Term
Sheet. Pursuant to the terms of the settlement term sheet, the
Palco Debtors have withdrawn the Joint Plan and the Palco
Debtors' alternative plan. The company and Palco Debtors also
agreed, among other things, to express support for and use their
best efforts to defend the MRC/Marathon plan, and use their best
efforts to oppose any competing plan of reorganization.
A summary of the settlement term sheet is set forth in Note 1 to
the company's first quarter Form 10-Q, including various
provisions that are dependent on approval of the Bankruptcy
Court or confirmation of the MRC/Marathon plan by the Bankruptcy
Court.
There is substantial uncertainty as to which plan of
reorganization, if any, will be confirmed by the Bankruptcy
Court. If no plan is confirmed, the Bankruptcy Court may elect
to convert the Bankruptcy Cases to a Chapter 7 liquidation
proceeding. The confirmation hearing, at which the Bankruptcy
Court will consider the remaining plans of reorganization, began
in April 2008 and has not yet concluded. The outcome of the
Bankruptcy Cases is impossible to predict and could have a
material adverse effect on the businesses of the Debtors, on the
interests of creditors, and on the company.
External Debt
At March 31, 2008, MAXXAM Inc., excluding its majority and
wholly owned subsidiaries, had no external debt and had
unrestricted cash, cash equivalents and marketable securities
and other investments of US$62.3 million.
Full-text copies of the company's Form 10-Q for the first
quarter ended March 31, 2008, are available for free at:
http://researcharchives.com/t/s?2c04
Going Concern Disclaimer
As reported in the Troubled Company Reporter on May 9, 2008,
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.
The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of the separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its
effect on the company, as well as the company's operating losses
at its remaining subsidiaries.
About MAXXAM Inc.
Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)
operates businesses ranging from aluminum and timber products to
real estate and horse racing. MAXXAM's top revenue source is
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since
2002. MAXXAM's timber subsidiary, Pacific Lumber, owns about
205,000 acres of old-growth redwood and Douglas fir timberlands
in Humboldt County, California. MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, Texas, and Puerto Rico. The company also owns the
Sam Houston Race Park, a horseracing track near Houston. Its
chairperson and chief executive officer, Charles Hurwitz,
controls 77% of MAXXAM.
SIRVA INC: Files Financial Info Related to Share Purchase Deal
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 9, 2008, Eryk J. Spytek, senior vice-
president, general counsel and secretary of SIRVA, Inc.,
disclosed that the company amended the fourth paragraph of their
disclosure dated March 6, 2008, in connection with the Share
Purchase Agreement with with Picot Limited and Irving Holdings
Limited.
As reported by the Troubled Company Reporter on May 12, 2008,
Mr. Spytek SIRVA, Inc. and its debtor-affiliates; JPMorgan Chase
Bank, N.A., as the administrative agent; J.P. Morgan Securities
Inc., as sole lead arranger and sole bookrunner; and a syndicate
of financial institutions, entered into a first amendment of the
Credit and Guarantee Agreement dated February 6, 2008.
As reported by the TCR on March 5, 2008, the U.S. Bankruptcy
Court for the Southern District of New York approved, on a final
basis, the debtor-in-possession credit facility of the Debtors,
allowing them to obtain up to US$150,000,000 of postpetition
financing, to provide for the Debtors' working capital, and for
other general corporate purposes.
The Amendment, dated March 21, 2008, amended certain terms and
conditions of the DIP Agreement by and among the Debtors,
JPMorgan Chase, J.P. Morgan Securities, and the DIP Lenders.
Among other matters, the Amendment permits the Debtors to
consummate the agreement to sell 100 shares of SIRVA Group
Holdings Limited and 14,000,000 shares of SIRVA Ireland Limited,
pursuant to a share purchase agreement, with Picot Limited and
Irving Holdings Limited, dated March 2, 2008.
A full-text copy of the First Amendment to the DIP Agreement is
available for free at:
http://www.sec.gov/Archives/edgar/data/1181232/000110465908020376/a08-8999_1ex10d1.htm
An amendment to the fourth paragraph of their disclosure dated
March 6, 2008, stated that SIRVA and its affiliates will retain
a
perpetual, irrevocable license to use the "Pickfords" name and
trademark, only for use in combination with "Allied," for an
initial royalty payment of US$474,000 in 2011, and subsequent
annual royalty payments equal to 103% of the previous year's
royalty payment.
The Amendment corrects a typographical error -- the "2011" is
replaced with "2008," Mr. Spytek says.
In addition, SIRVA UK Limited, a wholly owned subsidiary of
SIRVA Group Holdings Limited, agreed to pay to Allied
International N.A. Inc., a US$426,600 network management fee in
2008, and subsequent annual network management fees equal to
103% of the previous year's network management fee. In
consideration for the network management fee, Allied will
oversee certain transportation services using the "Pickfords"
name, and will manage the use of certain trademarks. The
network management fee arrangement will run through March 31,
2011.
The Debtors also filed, as part of the Amendment, their
unaudited pro forma financial information, to reflect the
disposition pursuant to the Share Purchase Agreement.
SIRVA, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
At December 31, 2007
(in millions)
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
Revenues:
Service US$1986.2 US$166.3 US$1819.9
Home sales 1983.7 - 1983.7
------- ------- -------
Total revenues 3969.9 166.3 3803.6
Direct expenses:
Purchased transportation 1115.1 35.4 1079.7
expense
Cost of homes sold 2048.2 - 2048.2
Other direct expense 506.0 79.0 427.0
------- ------- -------
Total direct expenses 3669.3 114.4 3554.9
------- ------- -------
Gross margin 300.6 51.9 248.7
Operating expenses:
General and administrative 318.6 57.9 260.7
expense
Impairments 388.4 92.7 295.7
Intangibles amortization 7.5 - 7.5
Restructuring expense 4.9 0.3 4.6
Gain on sale of assets (1.3) (1.3) -
------- ------- -------
Operating loss from continuing (417.5) (97.7) (319.8)
operations
Interest expense, net 65.7 0.3 65.4
Debt extinguishment gain (4.1) - (4.1)
Gain on sale of businesses, net (3.3) - (3.3)
Other income, net (1.4) (1.0) (0.4)
------- ------- -------
Loss from continuing operations (474.4) (97.0) (377.4)
before income taxes
Income tax benefit (62.2) (7.2) (55.0)
------- ------- -------
Loss from continuing
operations (US$412.2) (US$89.8) (US$322.4)
======= ======= =======
SIRVA, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2007
(in millions)
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
Assets
Current assets:
Cash and cash equivalents US$35.1 US$12.4 US$22.7
Accounts and notes 280.0 68.3 211.7
receivable, net of
allowance for doubtful
accounts of $12.0, $0.5
and $11.5, respectively
Relocation properties 251.7 - 251.7
held for resale, net
Mortgages held for resale 55.4 - 55.4
Retained interest in 31.1 - 31.1
receivables sold
Other current assets 25.9 2.8 23.1
------- ------- -------
Total current assets 679.2 83.5 595.7
Property and equipment, net 75.5 20.3 55.2
Intangible assets, net 68.7 0.1 68.6
Goodwill 46.9 0.3 46.6
Other long-term assets 24.1 11.1 13.0
------- ------- -------
Total long-term assets 215.2 31.8 183.4
------- ------- -------
Total assets US$894.4 US$115.3 US$779.1
======= ======= =======
Liabilities and Stockholders' Deficit
Current liabilities:
Current portion of US$404.0 US$1.7 US$402.3
long-term debt and
capital lease obligations
Short-term debt 106.8 0.8 106.0
Accounts payable 272.7 14.5 258.2
Accrued purchased 61.5 7.0 54.5
transportation expense
Deferred revenue and 51.3 4.2 47.1
other deferred credits
Accrued income taxes 48.4 48.4 -
Book overdrafts 36.0 2.5 33.5
Other current liabilities 96.0 10.1 85.9
------- ------- -------
Total current liabilities 1076.7 89.2 987.5
Long-term debt 1.6 1.1 0.5
Deferred income taxes 10.7 8.7 2.0
Other long-term liabilities 60.0 22.8 37.2
Total long-term liabilities 72.3 32.6 39.7
------- ------- -------
Total liabilities 1149.0 121.8 1027.2
Convertible perpetual 70.4 - 70.4
preferred stock
Stockholders' deficit:
Common stock (US$0.01 par 0.7 - 0.7
value, 500,000,000 shares
authorized with 75,858,757
issued and outstanding at
December 31, 2007)
Additional paid-in-capital 482.7 - 482.7
Accumulated other 12.6 (12.3) 24.9
comprehensive income
Accumulated deficit (821.0) 5.8 (826.8)
Total stockholders' deficit (325.0) (6.5) (318.5)
------- ------- -------
Total liabilities and US$894.4 US$115.3 US$779.1
stockholders' deficit ======= ======= =======
About Sirva Inc.
Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base. The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers. SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement. The company has operations in Costa Rica.
The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor. When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.
The Court confirmed the Debtor's First Amended Prepackaged Plan
on May 7, 2008. The Debtors' First Amended Prepackaged Joint
Plan of Reorganization became effective on May 12, 2008.
(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
SIRVA INC: Triple Net Withdraws Appeal on DIP Financing
-------------------------------------------------------
Triple Net Investments IX, LP, has withdrawn its motion for
leave to file an appeal from:
* a final order by the U.S. Bankruptcy Court for the Southern
District of New York allowing Sirva Inc. and its debtor-
affiliates to obtain postpetition financing, authorizing
them to use cash collateral, and granting adequate
protection to prepetition secured parties; and
* the approval of the the stipulation resolving the
reconsideration request of the Bankruptcy's Court order
authorizing the payment of prepetition unsecured claims,
entered into by the Debtors and the Official Committee of
Unsecured Creditors in their Chapter 11 cases, and the
Official Committee of Unsecured Creditors of 360networks
(USA) Inc.
Triple Net said in its letter to the Bankruptcy Court that it
withdraws its motion to appeal, given that along with the
Debtors, it considers the Orders being appealed from to be final
orders. Triple Net requested that the notices of appeal be
filed with the U.S. District Court for the Southern District of
New York.
Triple Net holds a claim against Debtor North American Van
Lines, Inc.
As reported by the TCR on March 5, 2008, the Bankruptcy Court
approved, on a final basis, the debtor-in-possession credit
facility of the Debtors. The order allowed the debtors to
obtain up to US$150,000,000 of postpetition financing,
authorized them to use cash collateral, and granted adequate
protection to secured parties prior to the Debtors' bankruptcy
filing.
As reported by the TCR on March 6, 2008, Judge James M. Peck
approved a Stipulation entered by the Debtors regarding payments
of prepetition unsecured claims.
Triple Net wanted the District Court to clarify if:
-- the entry of the Orders, without prior notice to any
adverse party, is a denial of due process, which requires
reversal of the Orders on appeal;
-- the Bankruptcy Court committed a reversible error in
entering the Orders;
-- given the fast track confirmation process for Debtors'
Plan, Triple Net will be denied due process or a
meaningful opportunity to have an appellate review of the
Orders, if leave to appeal is denied; and
-- there is a likelihood that appellate review at the
conclusion of the case will have effectively been rendered
moot by the entry of subsequent court orders, including
orders approving a disclosure statement and confirming the
Plan, if Triple Net is denied access to immediate
appellate review of the Orders.
The Bankruptcy Court had previously denied Triple Net's request
for a stay of the Orders pending a ruling on its prior appeals.
Judge Peck held that Triple Net failed to demonstrate
irreparable
harm in the event that the stay is denied, and noted that a
stay,
on the other hand, will cause substantial injury to the Debtors
and their creditors.
District Court Judge Gerard E. Lynch pointed out that the
Bankruptcy Court had already concluded that Triple Net's
arguments were without merit. Judge Lynch held that the
Bankruptcy Court had given careful consideration to its finding
that the Final DIP Order and the Prepetition Claims Order will
facilitate the Debtors' business and secure maximum benefit for
all parties.
About Sirva Inc.
Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base. The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers. SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement. The company has operations in Costa Rica.
The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor. When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.
The Court confirmed the Debtor's First Amended Prepackaged Plan
on May 7, 2008. The Debtors' First Amended Prepackaged Joint
Plan of Reorganization became effective on May 12, 2008.
(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
UNIVISION COMMS: Fitch Says 1Q Results In-Line With Expectations
----------------------------------------------------------------
Fitch Ratings stated Friday that the overall first-quarter
results of Univision Communications, Inc. (Univision) were
generally in-line with expectations. Despite weaker than
expected results in radio and Internet, overall revenue growth
of mid-single digits met expectations for the quarter. First-
quarter margins were slightly compressed compared to last year
due to higher programming and general costs.
While interest coverage for the quarter is below 1 times (x),
the quarter typically only represents approximately 17%-18% of
total annual EBITDA and Fitch fully expects the company to be
above 1x interest coverage for the full year. Interest coverage
could near 1.5x on a pro forma basis taking into account payment
of a large portion of Univision's US$500 million second-lien
loan due 2009 and a PIK (paid in kind) election on the company's
US$1.5 billion subordinated notes. Relying on a PIK election to
generate cushion for cash interest payments obviously signifies
significant financial pressure; however, we still believe there
are legitimate growth prospects for Univision to generate
positive free cash flow over the intermediate term. Electing
the PIK option over the next one to two years would give the
company additional financial flexibility to allow it to meet its
debt service obligations while focusing on growing the business
(an election is automatic if revolver availability is below $300
million, which was the case as of April 7, 2008).
Fitch notes that second-quarter cash flows will likely remain
weak as it will include the negative spread on the company's
recent US$700 million revolver draw down and US$250 million
delay draw facility. In addition, management's guidance of 1%-
2% adjusted pacing for the second quarter is below our
expectations, as the macro-economic environment continues to be
a drag on overall advertising spend. Any revision of the Stable
Outlook to Negative will be predicated more on visibility into
third- and fourth-quarter performance (as opposed to second-
quarter results), as we expect some traction in the second half
of the year. The No.4 ranking in the 18-34 audience was largely
the result of the writers strike affecting the other networks
(Univision's audience was generally flat); however, the
uncertainty around the existing screen actors negotiations with
the other networks could potentially provide some upside benefit
to Univision in 2008.
Fitch rates Univision as follows, with a Stable Outlook:
-- Issuer Default Rating (IDR) 'B';
-- Senior Secured 'B+';
-- Second-Lien Loan 'B-';
-- Senior Unsecured 'CCC+'.
The ratings and Outlook are all at the low end of their
category. The ratings are restrained from a highly leveraged
capital structure and a very limited margin of safety that is
extremely susceptible to even a moderate downturn in advertising
spend. The ratings are also restrained by the ongoing
litigation disputes with Televisa. On a worst-case basis, the
elimination of the Program License Agreement with Televisa would
likely result in a downgrade of 1-2 notches on all ratings as we
estimate Televisa's programming accounts for over 35% of TV
revenue. While there are other content alternatives for
Univision to access besides Televisa (Venevision, RCN, Buena
Vista, etc.) there could be significant differences in rate
cards and programming costs versus existing arrangements.
Renegotiation of the fees Univison pays to Televisa could
increase by about 30% before affecting existing ratings (any
increase in programming fees as a result of a settlement between
the parties would at least offset current legal fees paid).
The ratings are still supported by the company's underlying
portfolio of assets which include duopoly TV stations and radio
stations in most of the top Hispanic markets, with a national
overlay of broadcast and cable networks.
Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.
=================
V E N E Z U E L A
=================
CHRYSLER: CAW Labor Pact Aids in Canadian Biz Competitiveness
-------------------------------------------------------------
Al Iacobelli, Chrysler LLC Vice President – Union Relations,
disclosed that Chrysler is pleased to have reached a tentative
agreement with the Canadian Auto Workers Chrysler Canada
bargaining team. The company believes that this agreement
recognizes the contributions of its CAW workforce, while helping
contribute to Chrysler Canada's overall competitiveness.
As reported in the Troubled Company Reporter on May 16, 2008,
the CAW reached tentative settlements with both General Motors
Corp. and Chrysler LLC that meet the pattern established with
Ford Motor Co. The CAW represents close to 13,000 GM workers
and 8,000 Chrysler workers in Canada. According to a CAW press
statement, both settlements were unanimously endorsed by the
CAW/GM and CAW/Chrysler Master Bargaining committees,
respectively and later overwhelmingly supported by local union
leadership. The three-year agreements resist two-tier wages and
provide productivity and quality bonuses, improved restructuring
incentives, benefit improvements, COLA increases in both second
and third years and improved language on health and safety
issues among other gains. The union also extended the operating
life of the Chrysler Casting plant in Etobicoke, Ontario, at
least until 2011.
"Chrysler is committed to being among the industry's best in
productivity, quality, customer value and service, Mr. Iacobelli
relates. "With this agreement, our Canadian operations will
support that commitment by producing some of our most iconic
vehicles, including the Chrysler and Dodge Minivans and the all-
new Dodge Challenger."
As The tentative labor agreement between Chrysler Canada and the
Canadian Auto Workers covers approximately 9,600 Chrysler-
represented employees at its various Canadian facilities,
primarily those located in Brampton, Etobicoke and Windsor,
Ontario.
Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products. The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.
* * *
As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook. Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'. The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.
DEL MONTE FOODS: Fitch Says Ratings Unaffected by StarKist Plan
---------------------------------------------------------------
Del Monte Foods Company (Del Monte) said Friday that it is
exploring strategic alternatives for its StarKist tuna seafood
operations. Del Monte has not disclosed the timing of any sale
nor the amount or use of potential proceeds if a divestiture
were to occur. Fitch rates Del Monte Foods Company and Del
Monte Corporation as follows:
Del Monte Foods Company (Parent)
-- Long-term Issuer Default Rating (IDR) 'BB'.
Del Monte Corporation (Operating Subsidiary)
-- Long-term IDR 'BB';
-- Senior secured bank facility 'BB+';
-- Senior subordinated notes 'BB-'.
At Jan. 27, 2008, Del Monte's debt totaled approximately US$2.1
billion. All of Del Monte's debt was issued by Del Monte
Corporation and is guaranteed by Del Monte Foods Company. The
Rating Outlook is Stable.
StarKist generates approximately US$500 million in annual sales
and, with over 35% market share, is the no. 1 brand in the $1.6
billion tuna category. However, a prolonged period of
unprecedentedly high raw tuna input costs along with the
inability to effectively hedge or offset the higher costs with
price increases, due to high price elasticity of demand, has
dramatically reduced the profitability of this business.
Given the lower margin commodity nature of the branded tuna
business and on-going input cost pressure, Fitch, nonetheless,
views a review of strategic options for this business
positively. The sale of StarKist could reduce working capital
requirements and lessen cash flow volatility. Depending on the
amount of any proceeds, using a substantial portion for debt
reduction could help strengthen Del Monte's ratings within the
rating category. Conversely, significant incremental share
repurchases or acquisitions could be negative for the rating.
For the latest 12 month period ended Jan. 27, 2008, Del Monte's
credit statistics were modestly weak for the rating category.
Total debt-to-operating earnings before interest taxes,
depreciation and amortization (EBITDA) was 4.7 times (x),
operating EBITDA-to-gross interest expense was 2.9x and funds
from operations (FFO) fixed charge coverage was 2.0x.
Based in San Francisco, California, Del Monte Foods Company
(NYSE: DLM) -- http://www.delmonte.com/-- produces and
distributes processed vegetables, fruit and tomato products, and
pet products. The products are sold under Del Monte, Contadina,
S&W, Starkist, College Inn, 9Lives, Kibbles 'n Bits, Meow Mix,
Milk-Bone, Pup-Peroni, Snausages, Pounce, and Meaty Bone. The
Group has food-processing plants in South America and has
subsidiaries in Venezuela, Colombia, Ecuador and Peru. The
production facilities are operated in California, the Midwest,
Washington and Texas, as well as 7 distribution centers.
* Large Companies With Insolvent Balance Sheet
----------------------------------------------
Total
Shareholders Total
Equity Assets
Company Ticker (US$MM) (US$MM)
------- ------ ------------ -------
Arthur Lange ARLA3 (20.87) 34.65
Kuala ARTE3 (33.57) 11.86
Bombril BOBR3 (485.40) 428.68
Caf Brasilia CAFE3 (909.16) 95.01
Chiarelli SA CCHI3 (68.72) 42.15
Ceper-Inv CEP (7.77) 120.08
Ceper-B CEP/B (7.77) 120.08
Telefonica Hldg CITI (1,481.31) 307.89
Telefonica Hldg CITI5 (1,481.31) 307.89
SOC Comercial PL COME (751.50) 450.17
Marambaia CTPC3 (1.38) 79.73
DTCOM-DIR To Co DTCY3 (14.16) 9.24
Aco Altona ESTR (49.52) 113.90
Estrela SA ESTR3 (62.09) 118.58
Bombril Holding FPXE3 (1,064.31) 41.97
Fabrica Renaux FTRX3 (5.55) 136.60
Cimob Partic SA GAFP3 (52.94) 93.89
Gazola GAZ03 (43.13) 22.28
Haga HAGA3 (115.97) 18.29
Hercules HETA3 (240.65) 37.34
Doc Imbituba IMB13 (20.49) 209.80
IMPSAT Fiber Networks IMPTQ (17.16) 535.01
Minupar MNPR3 (27.58) 158.43
Wetzel SA MWET3 (15.02) 137.09
Nova America SA NOVA3 (300.97) 41.80
Paranapamema SA PMAM3 (35.74) 3,713.71
Paranapamema-PRF PMAM4 (35.74) 3,713.71
Recrusul RCSL3 (67.90) 27.89
Telebras-CM RCPT RCTB30 (163.58) 229.94
Rimet REEM3 (219.34) 93.47
Schlosser SCL03 (81.35) 44.82
Tecel S Jose SJ0S3 (13.24) 71.56
Sansuy SNSY3 (63.13) 235.18
Teka TEKA3 (347.19) 522.28
Telebras SA TELB3 (163.58) 229.94
Telebras-CM RCPT TELE31 (163.58) 229.94
Telebras SA TLBRON (163.58) 229.94
TECTOY TOYB3 (6.58) 36.02
TEC TOY SA-PREF TOYB5 (6.58) 36.02
TEC TOY SA-PF B TOYB6 (6.58) 36.02
TECTOY SA TOYBON (6.58) 36.02
Texteis Renaux TXRX3 (103.01) 76.93
Varig SA VAGV3 (8,194.58) 2,169.10
FER C Atlant VSPT3 (104.65) 1,975.79
Wiest WISA3 (140.97) 71.37
***********
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 - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.
Copyright 2008. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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